Annual Report -2020

Home , Madras Stock Exchange

DIRECTORS : Mr.A.Krishnamoorthy – Managing Director Mr.N.Venkataramani – Non-Executive Director Mr.P.M.Venkatasubramanian – Independent Director Mr.Krishna Srinivasan – Independent Director BIMETAL Mr.R.Vijayaraghavan – Independent Director Dr.(Mrs.) Sandhya Shekhar – Independent Director Mr.N.P.Mani – Non-Executive Director BEARINGS Mr.S.Narayanan – Whole-time Director

LIMITED CHIEF FINANCIAL OFFICER : CIN:L29130TN1961PLC004466 Mr.N.Venkataraman

COMPANY SECRETARY: CONTENTS Mr.K.Vidhya Shankar

Page. No. AUDITORS: Notice to Members 2 M/s.Fraser & Ross, Directors' Report 9 Chartered Accountants

Report on Corporate Governance 15 BANKERS: Auditors' Certiﬁcate on Corporate Governance 22 Central Bank of India Management Discussion & Analyses Report 23

Secretarial Audit Report 24 LEGAL ADVISERS: Independent Auditors Report 37 M/s.King & Partridge, Chennai M/s.Ramani & Shankar, Coimbatore Standalone Financial Statements 43

Standalone Cash Flow Statement 46 DEPOSITORY REGISTRAR & Consolidated Financial statements 91 SHARE TRANSFER AGENT: M/s.GNSA Infotech (P) Limited “Nelson Chambers”, “F”– Block, STA Department, 4th Floor, No.115, Nelson Manickam Road, Aminthakarai, Chennai - 600 029

REGISTERED OFFICE: “Huzur Gardens”, Sembium, Chennai - 600 011 PH.: (044) 2537 5581 E-Mail: [email protected] Website: www.bimite.co.in

FACTORIES: “Huzur Gardens”, Sembium, Chennai - 600 011 371, Marudhamalai Road, Coimbatore - 641 041 Hosur - Krishnagiri Road, Hosur - 635 125 5/186, Old Mahabalipuram Road, Chennai - 600 096

1 Bimetal Bearings Limited (CIN: L29130TN1961PLC004466) Registered Oﬃce: “Huzur Gardens”, Sembium, Chennai 600 011 E-mail: [email protected] / website: www.bimite.co.in Tel: (0422) 2221159 / 97902 46890

NOTICE TO THE SHARE-HOLDERS OF THE 59TH ANNUAL GENERAL MEETING

Notice is hereby given that the 59th Annual General meeting of the members of Bimetal Bearings Limited will be held on Monday the 31st August 2020 at 11.00 a.m. Indian Standard Time (“IST”). The Annual General Meeting shall be held by means of Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) on account of outbreak of Covid-19 (coronavirus) pandemic and in accordance with the relevant circulars issued by the Ministry of Corporate Aﬀairs, to transact the following business:

Ordinary Business: 01) To receive, consider and adopt the audited financial statements (including consolidated financial statements) of the Company for the financial year ended 31st March 2020 together with the Reports of the Directors and the Independent Auditors and to pass the following resolution as an ordinary resolution:

"Resolved that the audited financial statements (including consolidated financial statements) including Statement of Profit and Loss for the year ended on 31st March 2020, the Balance Sheet as on that date, the annexures thereto, the Cash Flow Statement for the year ended on 31st March 2020, the Reports of Independent Auditors and Directors thereon be and are hereby received and adopted".

02) To declare a dividend and to consider and if thought ﬁt to pass with or without modiﬁcation(s) the following resolution as an ordinary resolution:

"Resolved that a Dividend of Rs.7/- per share out of the current year's proﬁt and retained earnings of the Company for the year ended 31st March 2020 amounting to Rs.2,67,75,000/- be declared and paid".

03) To appoint a director in place of Mr.N.P.Mani, Director (DIN 00675741) who retires by rotation and being eligible oﬀers himself for re-appointment and to pass the following resolution as a special resolution:

"Resolved that Mr.N.P.Mani, Director (DIN 00675741), who retires by rotation from the Board pursuant to the provisions of Section 152 of the Companies Act, 2013 be and is hereby re-appointed as a Director of the Company".

Special Business: 04) To consider and if thought ﬁt, to pass with or without modiﬁcation(s), the following resolution as an ordinary resolution:

"Resolved that pursuant to Section 148 of the Companies Act, 2013, the remuneration fixed at Rs.1,10,000/- (Rupees One Lakh and Ten Thousands Only) exclusive of taxes, out of pocket and travel expenses etc., to M/s.C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No.000216) who have been appointed as Cost Auditors by the Board of Directors for the financial year 2020-21 as recommended by the Audit Committee be and is hereby ratified.”

By Order of the Board K.Vidhya Shankar Coimbatore Company Secretary June 29, 2020 (Membership No. ACS 9105)

2 Statement of Material Facts (Explanatory statement) pursuant to Section 102 of the Companies Act, 2013:

For Item No. 3: As per the provisions of the Notification No.SEBI/LAD-NRO/GN/ 2018/10 issued by the Securities and Exchanges Board of India (SEBI) on 9th May 2018, it is mandatory to get the approval of the share-holders (by means of special resolutions passed at a general meeting) to re-appoint a non-executive director to the Board who have attained the age of 75 years as on 1st April 2019. Mr.N.P.Mani (aged 82 years) is a Non-Executive Director who gets attracted by the provisions of the said notification issued by SEBI. Mr.N.P.Mani has been associated with the Company since April 1987 at a senior level and subsequently held the post of Whole-time Director for a period of 6 years from November 2006 and is currently serving the Board as a Non-Executive Director. The Board is confident that his continued contribution at the Board level would benefit the Company.

Memorandum of Interest: Mr.N.P.Mani (holding Nil shares in the Company) is interested in the resolutions to the extent of his share-holding and the remuneration payable to them. No other Director / Key Managerial Personnel and their relatives is concerned or interested in the resolution. He is a member in the following committees in the Company viz. Stake-holders Relationship cum Investors' Grievance Committee and Risk Management Committee. The Directors recommend the resolution for consideration and approval of the members. The details [pursuant to Clause 36(3) of SEBI (LODR) Regulations, 2015] in connection with the re-appointment of Mr.N.P.Mani, Director are furnished hereunder:

Name & Date of Birth : Mr.N.P.Mani - 22nd August 1937 Date of appointment : 1st November 2006 Qualiﬁcations : DMET (Ministry of Transport) Expertise in speciﬁc Functional areas : Technical knowledge in the operations of the Company Details of other Directorships T.Stanes & Company Limited Shardlow India Limited BBL Daido (P) Limited Stanes Motors (South India) Limited Details of other Committee memberships Member in Audit Committee and Corporate Social Responsibility Committee in M/s.T.Stanes & Company Limited Member in Audit Committee and Nomination & Remuneration Committee in M/s.Shardlow India Limited

Relationship between directors inter-se : Nil

For item No. 4:

The company pursuant to the provisions of Section 148 of the companies Act, 2013 read with the Companies (Audit and Auditors), Rules 2014 had appointed M/s. C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No.000216) for the ﬁnancial year 2020- 21 towards carrying out the cost audit of the products manufactured by the company. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors should be ratiﬁed by the members. The necessary resolution is placed before the members for their consideration and approval. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested in the resolution.

Notes:

1. A Statement pursuant to Section 102 of the Companies Act, 2013, setting out all material facts relating to the relevant resolutions of this Notice is annexed herewith and the same should be taken as part of this Notice. Further, as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”) and the provisions of the Secretarial Standard No. 2 on General Meetings, a brief proﬁle of the director proposed to be re-appointed has been set out in the Explanatory Statement to this Notice.

2. All relevant documents referred to in this Notice requiring the approval of the members at the meeting shall be available for inspection by the Members. Members who wish to inspect the documents are requested to send an email to [email protected] / [email protected] mentioning their Name, Folio no. / Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the e-mail. The notice and the Annual Report are also available at the following link-https://www.bimite.co.in/annualreport2020 (Company's website) and also at www.bseindia.com (oﬃcial website of M/s.BSE Limited).

3 3. The register of members and Share Transfer Books of the Company under the physical mode will remain closed from 28th August 2020 to 31st August 2020 (both days inclusive). In the case of dematerialised shares, the Dividend that may be declared at the 59th AGM will be paid to the members whose names appear in the Beneﬁciary Position list submitted by NSDL and CDSL as on 28th August 2020. In the case of other holders, the dividend amount will be paid to those whose names appear in the Register of Members as on the date of the 59th AGM.

4. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote, provided the votes are not already cast by remote e-voting by the ﬁrst holder.

5. Members holding shares in dematerialized form are requested to intimate any change in their address or bank account details (including 9 digit MICR No., 11 digit IFSC code No., and core banking account No.,) to their respective Depository Participants with whom they are maintaining demat accounts.

6. Members holding shares in physical form are requested to send an email communication duly signed by all the holder(s) intimating about the change of address immediately to the R&T agent / Company along with the self-attested copy of their PAN Card(s), unsigned copy of the Cheque leaf where an active Bank account is maintained and the copy of the supporting documents evidencing change in address. Communication details of the Company's R&T agent are:

M/s.GNSA Infotech (P) Ltd., “Nelson Chambers”, “F”- Block, STA Dept., 4th Floor, No.115, Nelson Manickam Road, Aminthakarai, Chennai - 600 029 Tel: (044 – 42962025 / 42962026) E-mail: [email protected]

7. As per Sections 124 and 125 of the Companies Act, 2013, the unpaid or unclaimed dividend amounts lying in unpaid dividend accounts for a period of seven (7) years from the date of its transfer to the unpaid dividend account and the underlying equity shares of such unpaid or unclaimed dividend amounts, are required to be transferred to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. The unclaimed dividend in respect of the ﬁnancial year 2012-13 is in the process of being transferred to the IEPF in accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013. The members, whose unclaimed dividends/shares have been already transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web-Form No. IEPF-5 available on www.iepf.gov.in. For further details on this subject, the share-holders are requested to get in touch with the Company Secretary by providing the details available in their custody.

8. As per Rule 5 of IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), information containing the names and the last known addresses of the persons entitled to receive the sums lying in the account referred to in Section 125(2) of the Act, the amount to which each person is entitled, due date for transfer to IEPF, etc. is provided by the Company on its website at the link https://www.bimite.co.in/unpaid dividend details and on the website of the IEPF Authority. The concerned members are requested to verify the details of their unclaimed dividend, if any, from the said websites and lodge their claim with the Company's RTA, before the unclaimed dividends are transferred to the IEPF. The Company's RTA in this regard has also intimated by sending a communication to all the Members whose dividends have remained un-encashed, with a request to send the requisite documents to them for claiming un-encashed dividends.

9. Members can avail of the facility of nomination in respect of shares held by them in physical form pursuant to Section 72 of the Companies Act, 2013. Members desiring to avail this facility may send their nomination in the prescribed Form SH-13 in duplicate, duly ﬁlled in, to the R&T agent at the address mentioned above. The prescribed form in this regard may also be obtained from the RTA. Members holding shares in electronic form are requested to contact their Depository Participants directly for recording their nomination.

10. Members desiring any information relating to the annual accounts of the Company for the year ended 31st March 2020 are requested to send an email to the Company to [email protected] / [email protected] at least ten (10) days before the meeting.

4 11. In accordance with the General Circular No.20/2020 Dt.5th May 2020, read with the circulars Dt.8th April 2020 and 13th April 2020 issued by the Ministry of Corporate Aﬀairs (MCA) and in accordance with circular Dt.12th May 2020 issued by the Securities and Exchange Board of India providing relaxations to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (collectively “Applicable Circulars”), electronic copies of the Annual Report and this Notice inter alia indicating the process and manner of e-voting along with instructions to attend the AGM through video-conferencing / other audio-visual means are being sent by email to those Members whose email addresses have been made available to the Company / RTA / Depository Participants. For Members who have not registered their email addresses, kindly register the same by sending an e-mail to [email protected] / [email protected] as copies of this Notice as well as the other documents will not be sent to them in physical mode and will be sent only by e-mail, in view of the impact of Covid-19 pandemic and instructions available in the Applicable Circulars.

12. Members who have not updated their latest email addresses in the records of the Company / their Depository Participants are requested to update the same at the earliest i.e. by 24th August 2020. The notice and documents will be sent by e-mail only to those Members who register their e-mail addresses on or prior to this date.

13. The Company is pleased to provide two-way facility of video conferencing (VC) / other audio-visual means (OAVM) and live webcast of the proceedings of the AGM on 31st August 2020 from 11.00 a.m. (IST) onwards at the web link– https://www.evoting.nsdl.com.

14. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

15. Pursuant to Section 113 of the Companies Act, 2013, Corporate / Institutional members are requested to send a certiﬁed copy of the Board resolution authorizing their representative to attend the meeting by email to [email protected] with a copy marked to [email protected].

Instructions for attending AGM through Video-Conferencing (VC) / Other Audio-Visual Means (OAVM)

16. Members will be able to attend the AGM through VC / OAVM or view the live webcast of AGM provided by National Securities Depository Limited (“NSDL”) at https://www.evoting.nsdl.com by using their remote e-voting login credentials and selecting the EVEN No.113263 of the Company. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned at point no.28 in the Notes. Further, Members can also use the OTP based login for logging into the e-voting system of NSDL.

17. The facility for joining the AGM through VC/OAVM will be opened 15 minutes before the scheduled time i.e.11.00 a.m. (IST) on 31st August 2020 (Monday) and the Company may close the window for joining the VC/OAVM facility 15 minutes after the scheduled starting time of the AGM. Facility for joining the AGM through the VC / OAVM shall be available for members on ﬁrst- come-ﬁrst-served basis.

18. Members who need assistance before or during the AGM, can contact NSDL on [email protected] / 1800-222-990 or contact Mr. Amit Vishal, Senior Manager, NSDL, e-mail: [email protected], Tel: 022-24994360 / Ms. Pallavi Mhatre, Manager, NSDL, e-mail: [email protected], Tel: 022-24994545.

19. Members are encouraged to join the AGM through personal computers / laptops for better user experience. Also, Members will be required to have stable internet / broadband connection to avoid any disturbance during the meeting. Please note that members joining the AGM through mobile devices, tablets or through personal computers / laptops connected via mobile hotspot may experience audio / video loss due to ﬂuctuation in their respective networks. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate the aforesaid glitches.

Instructions for Remote Electronic Voting (Remote e-voting)

20. In compliance with the provisions of Regulation 44 of the Listing Regulations and Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended (from time to time) and the Secretarial Standard No. 2 on General Meetings, the Company is providing remote e-voting facility to all its Members to enable them to cast their vote on the matters listed in the Notice by electronic means and business may be transacted through such voting. The Company has engaged the services of the NSDL to provide the e-voting facility.

5 21. The remote e-voting period commences on Friday, 28th August 2020 (9:00 a.m. IST) and ends on Sunday, 30th August 2020 (5:00 p.m. IST). During this period, Members holding shares either in physical or in dematerialized form, as on 24th August 2020 (“the cut-oﬀ date”), may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

22. The facility for voting, through electronic voting system shall also be made available at the meeting for Members who have not already cast their vote prior to the meeting by remote e-voting. The Members, who have cast their vote prior to the meeting by remote e-voting may also attend the meeting but shall not be entitled to vote again at the meeting. Further, votes once cast either by way of remote e-voting or at the AGM cannot be changed.

23. The voting rights of Members shall be in proportion to the amount paid-up on the total number of shares held by the respective member with the total share capital issued by the Company as on the cut-off date. Cut-off date is for determining the eligibility to vote by electronic means or at the meeting. A person who is not a member as on the cut-off date should treat this Notice for information only. Only a person who is a member i.e. whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date shall be entitled to avail the facility of remote e-voting as well as voting at the AGM.

24. Dr C.V.Madhusudhanan, Partner, KSR & Co. Company Secretaries LLP has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

25. In accordance with the Applicable Circulars, the VC/OAVM will have a capacity to allow at least 1000 members to participate in the AGM and such participation shall be on a first-come-first-served basis. However, please note that pursuant to the Applicable Circulars, large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee, auditors, etc. may be allowed to attend the meeting without restriction on account of first-come-first-served principle.

26. Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this AGM is being held pursuant to the instructions available in the Applicable Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

27. Since the AGM will be held through VC / OAVM, the Route Map is not annexed to this notice.

28. The instructions for shareholders for remote e-voting are as under:

a) Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com either on a personal computer or on a mobile. b) Once the home page of e-voting system is launched, click on the icon “Login” which is available under “Shareholders / Members” section. c) A new screen will open. You will have to enter your User ID, your Password and a Veriﬁcation Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you can proceed to cast your vote electronically

6 d) Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:

1. For members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID. Account with NSDL For example, if your DPID is IN300*********** and Client ID is 12********** then your user ID is IN300*** 12******

2. For members who hold shares in demat 16 Digit Beneﬁciary ID Account with CDSL For example, if your Beneﬁciary ID is 12********* then your user IDis 12***********

3. For members holding shares in Physical EVEN Number followed by Folio Number registered with form. the Company For example, if EVEN is 123456 and folio number is BL **** then user ID is 123456BL**** e) Your password details are given below:

1. If you are already registered for e-voting, then you can use your existing password to login and cast your vote.

2. If you are using the NSDL e-voting system for the ﬁrst time, you will need to retrieve the 'initial password' which was communicated to you by NSDL. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

3. To retrieve your initial password : If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL in your mailbox from [email protected]. Open the e-mail and open the attachment i.e. a .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

4. If you are unable to retrieve or have not received the 'initial password' or have forgotten your password:

– Click on 'Forgot User Details/Password?' (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com

– Click on “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com

– If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number / folio number, your PAN, your name and your registered address.

– Members can also use the OTP based login for casting the votes on the e-voting system of NSDL. f) After entering your password, click on agree to “Terms and Conditions” by selecting the check box. Thereafter click on the “Login” button. g) After successful login, you will be able to see the home page of e-voting. Click on e-voting. Then, click on Active Voting Cycles. h) After clicking on Active Voting Cycles, you will be able to see all the companies' “EVEN” in which you are holding shares and whose voting cycle is in active status. I) Select “EVEN” of the Company, which is 113263. Now you are ready for e-voting as the voting page opens. j) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. k) Upon confirmation, the message “vote cast successfully” will be displayed. l) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. m) Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

7 29. It is strongly recommended not to share your password with any other person and take utmost care to keep your password conﬁdential. Login to the e-voting website will be disabled upon ﬁve unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com to reset the password.

30. In case of any queries / grievances, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request to Ms.Pallavi Mhatre, Manager, NSDL, 4th Floor, 'A' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, e-mail: evoting@nsdl. co.in / [email protected], Tel: 91 22 2499 4545.

You may also send an e-mail to the Company at [email protected] / [email protected]

31. The results of the voting will be announced within forty-eight (48) hours after the conclusion of the meeting and will be communicated to M/s.BSE Limited, Mumbai. Further the voting results will be also displayed in the Company's website www.bimite.co.in immediately.

8 BIMETAL BEARINGS LIMITED CIN: L29130TN1961PLC004466

REPORT OF DIRECTORS

Your Directors have pleasure in presenting the Fifty Ninth Annual Report covering the operations for the year ended 31st March 2020 together with the accounts and Auditors' Report thereon.

FINANCIAL RESULTS: Year ended Year ended 31-03-2020 31-03-2019 (Rs. in Lakhs) (Rs. in Lakhs) Net Revenue 14,912.90 20,640.69 Profit before Interest, Depreciation and Taxation 714.95 2,043.73 Less: Interest 8.32 3.16 Depreciation 566.99 505.67 Profit before Tax 139.64 1,534.90 Less:Taxation [including Deferred Tax] (24.90) 503.51 Profit after Tax 164.54 1,031.39 Other Comprehensive Income (503.18) 70.08 Total Comprehensive Income for the year (338.64) 1,101.47 Earnings per share (INR) (Basic & Diluted) 4.30 26.96 Operations: The first quarter of Financial Year 2019 – 2020 saw demand from OEM's similar to the last quarter of the previous year. Balance period of the current year saw the demand for most segments drop precipitously from the previous year levels. Implementation of regulatory measures like axle load increase, safety norms, emission norm change etc., created this phenomenon across the Industry. The reduction in demand impacted the Company and Plants were having lower utilization in its facilities. The measures taken to control the spread of pandemic during the last week of March affected the overall demand and sales in all segments. The sale of intermediate and the end products was good for the year and we have been able to perform as per the projections in this market. The focus on cost reduction measures has been a regular exercise and we will be undertaking further rationalization of product and production facilities to benefit the performance and results for the current year. The current year projections are being viewed closely in the light of restrictions being imposed at various places in the Country. The demand from customers have also yet to materialize due to their own restricted operations. The Company is closely regulating the demand and ensuring fulfillment of demand whenever schedules are received. We have restricted the work schedules to match the demand on hand and have engaged in aggressive cost reduction activities in preparation for the second half of the year. Dividend: Your Directors recommend a dividend of Rs.7/- per share (previous year: Rs.10/- per share) on the paid up capital for the financial year ended 31 March 2020. Transfer of Unclaimed Dividend to Investors Education and Protection Fund: Pursuant to the provisions of Section 125(2) of the Companies Act, 2013, the Company has transferred the unclaimed dividend amounts referable to the year ended 31st March 2012 to the credit of the Investor Education and Protection Fund during the year under review well before their respective due dates. The shares on which dividend / corporate action remained unclaimed for a period of seven years were also transferred to the designated account of the IEPF. Reserves: Your Directors have recommended transfer of Rs.550 lakhs to the General Reserve for the year ended 31st March 2020 increasing the General Reserve to Rs.14,553.81 lakhs. Consolidated Financial Statements: The consolidated financial statements of your Company for the financial year 2019-20 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable accounting standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements of your Company take into account the financial statement prepared by the respective management of M/s.BBL Daido Private Limited, a Joint Venture Company and M/s.IPL Green Power Limited, an Associate Company. Subsidiaries, Associates and Joint Ventures: M/s.BBL Daido (P) Ltd., a Joint Venture Company with M/s.Daido Metal Company Limited, Japan has achieved a turn-over of Rs.8,548.92 Lakhs and earned a profit of Rs.104.85 Lakhs and Rs.75.96 Lakhs before and after taxes respectively for the year 2019-20 as against a turnover of Rs.9,136.45 Lakhs and a profit before and after tax of Rs.679.92 Lakhs and Rs.543.81 Lakhs respectively for the previous year 2018-19. M/s. IPL Green Power Ltd., an Associate of the Company is yet to commence its commercial production. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 a statement containing the salient features of the financial statements of the Company's Associates/Joint Ventures in Form AOC-1 is attached as Annexure - I to this report. 9 Deposits: The company did not accept any deposits within the meaning of provisions of Chapter V– Acceptance of Deposits by Companies under the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and its subsequent amendments

Directors and Key Managerial Personnel and Independent Directors: All the Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI (LODR) Regulations, 2015 and there is no change in their status of Independence.

Mr.N.P.Mani, Director is retiring at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Auditors: M/s.Fraser & Ross, Chartered Accountants (Firm Regn. No.: 000829S) are the Statutory Auditors of the Company for the period of 5 years from the conclusion of 56th Annual General Meeting until the conclusion of the 61st Annual General Meeting. The Company has obtained necessary certiﬁcate under Section 141 of the Act conveying their eligibility for being statutory auditors of the Company for the year 2020-21.

Cost Auditors: The Board had appointed M/s.C.S.Hanumantha Rao & Co., (Regn. No.: 000216) as Cost Auditors for the financial year 2020-21 to carry out the cost audit of the products manufactured by the Company. Your Company is maintaining cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. The remuneration payable to the Cost Auditors for the year 2020-21 is being placed for the approval of the shareholders. The Cost Audit report for the financial year 2018-19 was filed in the MCA Website on 14th October 2019.

Internal Auditors: M/s.Gopalaiyer & Subramanian, Chartered Accountants, Coimbatore are the Internal Auditors of the Company for the year 2020-21.

Secretarial Audit: Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s.KSR & Co Company Secretaries LLP to conduct the Secretarial Audit of the Company for the ﬁnancial year ended 31st March 2020. The Secretarial Audit Report is attached as Annexure-E to this Report.

Policies: In accordance with the requirements of the Companies Act, 2013, the Listing Agreement and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the required policies and the policies wherever mandated, are uploaded on the company's website, under the web-link http:www.bimite.co.in/policies. Further details of policies are also furnished in the Corporate Governance report attached as Annexure -B to this report.

Change in the nature of business, material changes and commitments affecting the ﬁnancial position and material orders passed: There were no changes in the nature of the business of the company. There were no signiﬁcant and material orders passed by Regulators or Courts or Tribunals which would impact the going concern status of the Company.

The outbreak of Covid-19 pandemic and the resulting lockdown enforced from March 23, 2020 has affected the Company's regular operations. Accordingly, the Company has considered the possible effects that may result from the pandemic on the carrying amounts of property, plant and equipment, investments, inventories, receivables and other current assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results i.e. 29th June 2020 has used internal and external information which are relevant in determining the expected future performance of the Company. The Company has evaluated its liquidity position, recoverability of such assets and based on current estimates expects the carrying amount of these assets will be recovered. The impact of Covid-19 on the Company's financial results may differ from that estimated as at the date of approval of these financial results i.e. 29th June 2020.

Particulars of Employees and related disclosures: The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1),(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 and having regard to the provisions of Section 136(1) read with and its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Ofﬁce of the Company during working hours and any member is interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost. Further a comparative analysis of remuneration paid to Directors and employees with the Company's performance is given as Annexure - H to this Report.

Board meetings held during the year: During the year ended 31st March 2020, 4 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure-B to this Report.

Extract of Annual Return: An extract of Annual Return in Form MGT-9 as on 31st March 2020 is attached as Annexure-F to this Report.

10 Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013: The Company has not either given / taken any loans, guarantees under Section 186 of the Companies Act, 2013.

Related Party Transactions: All transactions entered by the Company with Related Parties were in the ordinary course of business and at arm's length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. There were no materially significant transactions with related parties during the financial year 2019-20 which were in conflict with the interest of the Company. The details of the transactions with related parties are given in the financial statements in Note No.36 of the financial statements.

Risk Management: The Company has constituted a Risk Management Committee. The Committee takes care of the external and internal risks associated with the Company. The Board of Directors oversees the Risk Management process including risk identiﬁcation, impact assessment, effective implementation of the mitigation plans and risk reporting.

Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Independent Directors at their meeting held on 12th February 2020 considered / evaluated the Board's performance, Committees and performance of the Chairman and other non-independent Directors. The Board has undergone a formal review which comprised Board effectiveness and allied subjects. The Board also reviewed the workings of the various committees and sub-committees without participation of the concerned Directors / members. Internal Financial Control Systems and their Adequacy: Details of the same are provided in the Management Discussion and Analyses Report attached as Annexure-D to this Report. Research and Development, Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: Your Company continues to focus on Research and Development activities with specific reference to fuel efficiency, vehicle performance and improvement in Tribology etc., The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in Annexure-A to this Report Corporate Governance: Your Company is fully compliant with the Corporate Governance guidelines, as laid out in SEBI (LODR) Regulations, 2015. The details of the Code of Conduct are furnished in the Corporate Governance Report attached as Annexure-B to this Report. The Secretarial Auditors of the Company have examined the requirements of Corporate Governance with reference to the provisions of SEBI (LODR) Regulations, 2015 and have certified the compliance, as required under SEBI (LODR) Regulations, 2015. The Certificate in this regard is attached as Annexure-C to this Report Internal Complaints Committee: The Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place to protect women employees and enable them to report sexual harassment at the work place. No complaints were received from any employee during the year ended 31st March 2020. Corporate Social Responsibility (CSR) initiatives: Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and its subsequent amendments, your Company framed a Policy on Corporate Social Responsibility and an amount of Rs.24.82 Lakhs was spent towards Corporate Social Responsibility obligations and the details of which are provided in the Annexure-G to this Report. Vigil Mechanism: Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism which inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director / employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Directors' Responsibility Statement: The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with 134(5) of the Companies Act, 2013 in the preparation of financial statements for the year ended 31st March 2020 and state that: (a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures. (b) the Directors had selected such accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period. (c) the Directors had taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

11 (d) the Directors had prepared the annual accounts on a going concern basis. (e) the Directors had laid down proper internal ﬁnancial controls to be followed by the Company and that such internal ﬁnancial controls are adequate and were operating effectively, and (f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are operating effectively.

Other Statutory Statements: a) The Auditors of the Company have not reported any fraud as speciﬁed under Section 143(12) of the Act, 2013. b) Secretarial Standards - The Company has complied with the applicable Secretarial Standards as amended from time to time. Acknowledgment: The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, Bankers, customers, dealers, suppliers, share-holders and also the valuable support received from M/s.Daido Metal Company, Japan. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board For and on behalf of the Board

S.Narayanan A.Krishnamoorthy Whole-time Director Managing Director (DIN 03564659) (DIN 00001778)

Coimbatore Chennai 29th June 2020 29th June 2020

12 ANNEXURE- A TO THE DIRECTORS' REPORT: PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO FOR THE YEAR 2019-2020

A) Conservation of energy i) Energy conservation measures taken

The manufacturing units of the company have continued their efforts to reduce the energy consumption. Energy conservation initiatives are being planned and implemented across manufacturing locations. Apart from regular practices and measures for energy conservation, many new initiatives were driven across all the units. Some of the key measures taken in all the plants are as follows

– New type of energy efficient motors with low power consumption are installed – Energy efficient Thyristor control panel installed for energy savings in heaters and driers – Centralized compressors and engineered Airline pipe sizes modified to minimize air pressure losses – Installation of energy efficient LED lights by replacing high energy consuming lights – Pneumatics handling systems replaced with servo handling to minimize air consumption – Induction melting furnace installed and saving energy. – Auto switching off the high capacity motors in presses and compressors if running idle for specified time ii) The steps taken by the company for utilizing alternate sources of energy: - Nil iii) The capital investment on energy conservation equipment The Company has spent Rs.118.43 Lakhs as capital investment on energy conservation equipment /activities during the financial year 2019-2020

B) Technology Absorption

i) The efforts made by the company towards technology absorption Company has put in lot of efforts and resources to develop latest “Materials & Technology” to meet the growing challenges.

Newer Materials development

– Latest materials in Copper Tin and Alu Tin (both are lead-free), with higher load carrying capacities have been developed and successfully implemented and validated with customers.

– The above materials have been successfully validated for BS-VI / Trem-4 engines in India.

Latest Technology Implementation – Updated software has been installed to meet the global challenges. – New Generation Engines are demanding for latest & compact design of bearings with very advanced features, meeting BS-VI and Trem-4 / Trem-5 – New Generation Machines have been developed with latest features, which improve the performance of engines drastically. P Reduced friction / Reduced fuel consumption P Reduced oil consumption P Reduced bearing sizes, making compact engine with more power. – Application of Design Software for assessment of engine design validation has given a tremendous boost to all the customers who build engines, both existing design as well as new development. ii) The beneﬁt derived like product improvement, cost reduction, product development or import substitution.

– The company has been at par with Global players with latest materials and technology – New Bearings and Bushes developed for emerging applications at Global Level.

13 iii) In case of imported technology ( imported during the last three years reckoned from the beginning of the ﬁnancial year )

a) The details of technology imported b) The year of import Not applicable c) Whether the technology been fully absorbed d) If not fully absorbed, areas where absorption has not taken place, and the reason thereof iv) The expenditure incurred on Research and Development (Rs.Lakhs)

Particulars 2019-2020 2018-2019 Capital 4.24 0.94 Revenue 82.67 125.03 Total 86.91 125.97

C) Foreign Exchange earnings and outgo. The Foreign exchange earned in terms of actual inﬂows during the year and the foreign exchange outgo during the year in term of actual outﬂows :

Foreign exchange earned in terms of actual inﬂows during the year 2019-2020 was Rs.3,162.32 Lakhs (Equivalent value of various currencies) Foreign exchange outgo in terms of actual outﬂows during the year 2019-2020 was Rs.2,174.44 Lakhs (Equivalent value of various currencies)

14 ANNEXURE–B TO DIRECTORS' REPORT – REPORT ON CORPORATE GOVERNANCE BIMETAL BEARINGS LIMITED CIN: L29130TN1961PLC004466 01) Company's Philosophy on code of governance: Corporate Governance continues to be a strong focus area for the Company. Our philosophy on Corporate Governance emanates from resolute commitment to protect stakeholder rights and interests, proactively manage risks and create long-term wealth and value. It permeates in all aspects of working - workplace management, market place responsibility, community engagement and business decision.

02) Board of Directors: The Board of Directors of the company comprises of qualiﬁed members with requisite skills, competence and expertise in various areas that allows them to have effective contribution in the Board and committee deliberations. They possess the skills and competence in various areas like Technology, Finance, Legal, Taxation, Leadership, Marketing with diversiﬁed experience contributing to the effective corporate governance by the Company.

(a) The Board consisted of the following Directors as on 31st March 2020: Executive Directors: Mr.A.Krishnamoorthy, Managing Director (DIN 00001778) Mr.S.Narayanan, Whole-time Director (DIN 03564659)

Non-Executive Directors: Mr.N.Venkataramani (DIN 00001639) Mr.N.P.Mani (DIN 00675741)

Independent Directors: Mr.P.M. Venkatasubramanian (DIN 00001579) Mr.Krishna Srinivasan (DIN 02629544) Mr.R.Vijayaraghavan (DIN 00026763) Dr.Sandhya Shekhar (DIN 06986369)

Principal / core skills / expertise / competence of the Board of Directors: While evaluating the Board as a whole, it was ensured that the existing Board members have relevant core skills/ expertise/competencies as required in the context of its business(es) and sector(s) to function effectively.

Professional background and skills/expertise/competency of Directors.

Name of the Directors Brief description about the Directors

He has been associated with the Company as a Director from 26.06.1970 and as Chairman and Managing Director from 13.07.1997 till 31.03.2015. Currently he is the Managing Director of the Company. An eminent industrialist and entrepreneur he has been the Vice Chairman of the Amalgamations Group for over five decades playing a key role in the Group's various companies and their Boards. He is associated with the auto component industry for over 6 decades. During the period, he played major role in expansion activities in the Mr.A.Krishnamoorthy Company including acquiring of new technology for material and process. He entered into a Joint Venture Managing Director Agreement for the manufacture of Polymer Bushings for the first time in the Country. He now heads the Amalgamations group as Chairman which has interests in Automobiles (Farm equipment), Engines, Auto components, Agriculture and Services. He was instrumental in bringing in new technologies into various group companies in order to promote "Make in India" and has played a major role in the business growth of the group. An eminent industrialist and entrepreneur and is associated with the auto component industry close to 6 decades. He has been instrumental in Technology assessment, up-gradation and implementation of new Mr.N.Venkataramani projects in the auto component area. He has also spearheaded technology tie-ups with Global companies. Director His focus has been ensuring that the Group stays technologically relevant amidst competition to serve the Indian industry. He is instrumental in the incorporation of the Company. He is a fellow member of the Insurance Institute of the India, Mumbai. He had served as the Managing Mr.P.M.Venkatasubramanian Director of General Insurance Corporation of India and has diversified experience in areas of Insurance, Independent Director Finance and Human Resources. As the Audit Committee Chairman, he brings to the position his immense knowledge in ensuring compliance of the various applicable statutory requirements. He holds a degree in Commerce and Law. He is a practising advocate in High Courts, Tribunals and also in Mr.Krishna Srinivasan the Supreme Court of India. His areas of specialization are Corporate Laws, Joint Venture agreements, Independent Director Mergers & Acquisitions, Intellectual Property rights and Banking Laws.

Mr.R.Vijayaraghavan He is a practicing advocate for over 20 years and has enormous experience in the ﬁelds of corporate law, Independent Director mergers, acquisitions, and taxation matters including arbitration and conciliation.

Dr.Sandhya Shekhar She was associated with IIT Madras Research Park, Gartner INC, Aptech Limited, NIIT Limited and PSI Data Independent Director Systems Limited and has diversiﬁed assignments in areas of systems management and consulting etc.

15 Name of the Directors Brief description about the Directors A marine engineer who has held various diversiﬁed assignments in the group companies. He has spent substantial portion of his career in the manufacture of auto ancillary products. He has been successful in Mr.N.P.Mani interacting with the Company's customers and vendors. He played a major part in the implementation of Director several projects and contributed to the absorption of technology imported from collaborators whereby the Company today is having the state of the art technology for material and machines.

He is a B.Tech (Hons) degree holder and also holds a Master Degree in Business Administration from Case Mr.S.Narayanan Western Reserve University, USA. He joined the Company on 01.12.1986 and had extensive training in Whole-time Director Imperial Clevite Corporation, USA. He has rich experience in manufacture of auto components production and has contributed signiﬁcantly to the operations of the Company including new Powder Technology.

(b) The Board met 4 (four) times during the year i.e., on 30th May 2019, 14th August 2019, 14th November 2019 and 12th February 2020. Further a separate meeting of Independent Directors without the presence of the Non-Independent Directors and the executives of the Company was held on 12th February 2020.

Name of the Director Board Meeting Annual General Meeting Mr. A.Krishnamoorthy 4 Attended Mr. N.Venkataramani 4 Attended Mr. P.M.Venkatasubramanian 4 Attended Mr. Krishna Srinivasan 4 Attended Mr. R.Vijayaraghavan 3 Attended Dr. Sandhya Shekhar 4 Attended Mr. N.P.Mani 4 Did not Attend Mr. S.Narayanan 4 Attended

The time gap between two Board Meetings did not exceed 120 days. The last Annual General Meeting was held on 22nd July 2019.

(d) Directors' membership as on 31st March 2020 in the Board or Committees thereof (excluding foreign companies):

Name of the Director Shares / Convertible Other Directorship in other listed Other Board Instruments Held Boards entities (Category of directorship) Committees Mr. A.Krishnamoorthy 50 Shares 12 Nil 10 (6 as Chairman) Mr. N.Venkataramani 150 Shares 11 1 (as Non-Executive Chairman in 6 (3 as Chairman) IP Rings Ltd.) Mr. P.M.Venkatasubramanian Nil 2 1 (as an Independent Director in IP Rings Ltd.) 5 (4 as Chairman) Mr. Krishna Srinivasan Nil 2 1 (as an Independent Director in United Nilgiri Tea Estates Ltd.) 5 (2 as Chairman) Mr. R.Vijayaraghavan Nil 8 3 (as an Independent Director in 19 India Nippon Electricals Ltd., (8 as Chairman) Sanco Trans Limited & Sundaram Clayton Ltd. ) Dr. Sandhya Shekhar Nil 3 1 (as an Independent Director in 7 IP Rings Ltd.) Mr. N.P.Mani Nil 4 Nil 4

Mr. S.Narayanan 400 Shares 2 Nil 1

None of the Independent Directors of the company serve as Independent Directors in more than 7 listed companies and none of the Independent Director is serving as a Whole-time Director in a listed company. Further the committee memberships and Chairmanships are within the limits specified under the applicable laws. None of the directors hold any convertible instruments. Further in the opinion of the Board, the Independent Directors fulfill the conditions specified in the SEBI (LODR) Regulations, 2015 and are independent of the management.The details of the familiarization programs imparted to Independent Directors are made available at www.bimite.co.in/ information to shareholders/disclosure under Clause 46 of SEBI (LODR) Regulations, 2015. 16 03) Audit Committee: The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Clause 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as applicable. During the year ended 31st March 2020, the Audit Committee met 4 times i.e. on 30th May 2019, 14th August 2019, 14th November 2019 and 12th February 2020 under the Chairmanship of Mr.P.M.Venkatasubramanian. The maximum gap between any two meetings was less than four months. Mr.K.Vidhya Shankar, Company Secretary is the Secretary of the Audit Committee. Apart from the members of the Audit Committee, the Managing Director, the Whole-time Director, the Chief Financial Officer, representatives of the statutory and internal audit firms are permanent invitees to the meeting. The composition of the committee and the attendance of its members are given below:

Name of the Director No. of Audit Committee Meetings attended Mr. P.M.Venkatasubramanian 4 Mr. N.Venkataramani 4 Mr. Krishna Srinivasan 4 Mr. R.Vijayaraghavan 3

04) Nomination & Remuneration Committee: The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Clause 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also Section 178 of the Companies Act, 2013 apart from any references made to it by the Board of Directors. During the year ended 31st March 2020 the Committee met on 30th May 2019 under the Chairmanship of Mr.P.M.Venkatasubramanian. The other members of the Committee (i.e. Mr.Krishna Srinivasan and Mr.R.Vijayaraghavan) also attended the meeting. Evaluation Criteria: The performance evaluation of the Board as a whole was assessed based on the criteria, like its composition, size, mix of skills and experience, its meeting sequence, effectiveness of discussion, decision making, follow up action, quality of information, governance issues and the performance and reporting by various Committees set up by the Board. The performance evaluation of individual Director was carried out based on his / her commitment to the role and ﬁduciary responsibilities as a board member, attendance and active participation, strategic and lateral thinking, contribution and recommendations given professionally, heading / acting as Member of various Committees etc. The performance of Senior Management Personnel was measured against their achievement of the business plans approved by the Board during and at the completion of the ﬁnancial year. The details of the remuneration paid / payable to Executive and Non-Executive Directors for the year ended 31st March 2020 are given below:

Name of the Director No. of Shares held Amount (Rs.) Mr.A.Krishnamoorthy (Managing Director): 50 Fixed Component Salary 51,50,000/-

Contribution to Provident & Other Funds / Other beneﬁts 12,54,094/-

Variable Component – Performance based Commission Nil

Sub – Total 50 64,04,094/- The Company had entered into a service agreement with Mr.A.Krishnamoorthy, Managing Director for a period of 3 years effective 1st April 2018 terminable by either party by giving three calendar months' notice in writing. No severance fee is payable upon termination.

Mr.S.Narayanan, Whole-time Director: Fixed Component Salary 400 62,50,000/- Contribution to Provident & Other Funds / other beneﬁts 9,84,823/- Variable Component – Performance Bonus. 8,00,000/- Sub – Total 400 80,34,823/- The Company had entered into a service agreement with Mr.S.Narayanan, Whole -time Director for a period of 3 years effective 1st November 2018 terminable by either party by giving three calendar months' notice in writing. No severance fee is payable upon termination. 450 1,44,38,917/-

17 (Rs.)

Remuneration paid to Non-Executive Directors: Sitting Fees No. of shares held Commission Mr.N.Venkataramani 1,10,000/- 150 56,488/- Mr.P.M.Venkatasubramanian 1,00,000/- - 56,488/- Mr.Krishna Srinivasan 1,30,000/- - 56,488/- Mr.R.Vijayaraghavan 80,000/- - 56,488/- Dr.Sandhya Shekhar 50,000/- - 56,488/- Mr.N.P.Mani 60,000/- - 56,488/- Sub-Total 5,30,000/- 3,38,928/- Grand Total 600 1,47,77,845/- The basis of payment of sitting fees to Non-Executive Directors would depend on the number of meetings attended. There has been no material pecuniary relationship other than as shown above between the Company and the Non-Executive Directors during the year. The company has not introduced Stock option scheme.

05) Stake-holders Relationship cum Investors' Grievance Committee: The Stake-holders Relationship cum Investors' Grievance Committee is functioning under the chairmanship of Mr.N.Venkataramani, Director along with Mr.A.Krishnamoorthy, Managing Director, Mr.Krishna Srinivasan, Director, Mr.N.P.Mani, Director and Mr.S.Narayanan, Whole-time Director as members. Further Mr.N.P. Mani, resigned from the membership of the sub committee of the Stake-holders Relationship cum Investors' Grievance Committee with effect from 12th February 2020. However he continues to be a member of this main Committee The Company Secretary is the Compliance Ofﬁcer of the Company in matters relating to shareholders, Stock Exchange, SEBI and other related regulatory matters. The committee met on 12th February 2020. During the year 19 complaints / request letters were received from shareholders, all of which were satisfactorily disposed off. No Complaint was pending on 31st March 2020. As on that date there were no pending share transfers too. 06) General Body Meetings: a) Details of location and time where last three Annual General Meetings were held : Year Location Date & Time 56th AGM - 2017 New Woodlands Hotel, Chennai July 21, 2017 - 10.15 a.m. 57th AGM - 2018 New Woodlands Hotel, Chennai July 20, 2018 - 3.30 p.m. 58th AGM - 2019 New Woodlands Hotel, Chennai July 22, 2019 - 3.30 p.m.

Special resolutions passed in the previous three annual general meetings; (b) At the Annual General Meeting held on 21st July 2017 (56th AGM), special resolutions were passed for paying remuneration to non-executive directors.

(c) At the Annual General Meeting held on 22nd July 2019 (58th AGM), special resolutions were passed for re-appointing Mr.N.Venkataramani who retired by rotation at that Annual General Meeting.

Special resolutions passed through postal ballot: (d) On 28th May 2018, Special Resolutions were passed through postal ballot for the re-appointment and payment of remuneration of Mr.A.Krishnamoorthy as Managing Director with effect from 1st April 2018 and for the re-appointment of Dr.Sandhya Shekhar as an Independent Director for a second term of 5 years with effect from 14th November 2017. (e) On 28th March 2019, special resolutions were passed for the re-appointment and payment of remuneration of Mr.S.Narayanan as Whole-time Director for a period of 3 years from 1st November 2018 and also for continuation of Directorships of Mr.N.Venkataramani and Mr.N.P.Mani with effect from 1st April 2019. For all the corporate actions as detailed above, Dr.C.V.Madhusudhanan, Partner of M/s.KSR & Co Company Secretaries LLP was appointed as the scrutinizer.

07) Means of Communication: a) Quarterly results are normally published in "The Business Line" (English) and "The Hindu" (T amil). They are also available in the company's website: www.bimite.co.in. b) The Company does not display ofﬁcial news releases and no presentation was made to institutional investors or analysts during the previous ﬁnancial year. c) The Management Discussion and Analyses Report annexed forms part of the Annual Report.

18 08) General Shareholder Information: a) Financial Calendar: Financial Year: 1st April to 31st March

Annual General Meeting Date : 31st August 2020 (Monday) Time: 11.00 a.m. (IST) through VC / OAVM

Unaudited results for the Quarter ending 30th June 2020 On or before 14th August 2020 Dates will vary subject Unaudited results for the Quarter/Half Year ending 30th September 2020 On or before 14th November 2020 to the relaxations if Unaudited results for the Quarter ending 31st December 2020 On or before 14th February 2021 made available by SEBI in this regard. Audited Results for the year ending 31st March 2021 During the month of May 2021 b) Others: Date of Book Closure : 28th August 2020 to 31st August 2020 ( both days inclusive) Dividend Payment date : 25th September 2020 Listing on Stock Exchanges : BSE Limited, (Bombay Stock Exchange Ltd., Mumbai) Stock code : 505681 c) Market price data of the Company's shares in BSE Limited and Performance in comparison to broad-based indices : Month BSE Indices Bimetal Share Price - BSE Limited High Low High (Rs.) Low (Rs.) April 2019 39,487.45 38,460.25 489.90 458.05 May 2019 40,124.96 36,956.10 484.25 425.05 June 2019 40,312.07 38,870.96 470.00 400.00 July 2019 40,032.41 37,128.26 438.75 318.60 August 2019 37,807.55 36,102.35 367.00 305.60 September 2019 39,441.12 35,987.80 338.95 298.15 October 2019 40,392.22 37,415.83 360.00 303.35 November 2019 41,163.79 40,014.23 367.00 305.75 December 2019 41,809.96 40,135.37 338.95 290.00 January 2020 42,273.87 40,476.55 393.30 305.60 February 2020 41,709.30 38,219.97 354.95 271.00 March 2020 39,083.17 25,638.90 285.00 155.55

d) Registrars and Share Transfer Agents: M/s.GNSA Infotech (P) Limited, Chennai are the company's common Registrars and Share Transfer Agents for handling the share transfer work (for shares held in physical and demat form). Their contact address is given below: GNSA Infotech (P) Limited, Ph.: (044) 4296 2025 “Nelson Chambers”, F- Block e-mail: [email protected] STA Department, 4th Floor, Contact Person : Mr.N.Krishnakumar, Director No.115, Nelson Manickam Road, Aminthakarai, Chennai – 600 029. e) Share Transfer System: Shares of the Company are also processed in the demat form and transfers are permitted only in demat form with effect from 1st April 2019. The Company's shares have not been suspended till date in any of the Stock Exchanges wherein they were listed since they were admitted for trading.

f) Distribution of Shareholding Category As on 31-03-2020 As on 31-03-2019 Shares Held % on Capital Shares Held % on Capital Bodies Corporate in the same management 28,63,926 74.87 28,63,926 74.87 Directors 600 0.02 600 0.02 Public Financial Institutions 111 - 111 - Non-Residents 7,252 0.19 7,419 0.19 Other Bodies Corporate 45,314 1.18 45,147 1.18 Other resident Public shareholders 8,89,106 23.25 8,92,354 23.33 IEPF 18,691 0.49 15,443 0.41 Total 38,25,000 100.00 38,25,000 100.00

19 Details as on 31st March 2020 No. of Shares No. of Percentage Total number Percentage Shareholders of Shares Upto 1000 6,995 98.50 5,67,509 14.84 1001 - 2000 61 0.86 87,787 2.30 2001 - 3000 16 0.23 38,078 1.00 3001 - 4000 5 0.07 17,269 0.45 4001 - 5000 7 0.10 31,396 0.82 5001 - 10000 8 0.11 60,973 1.59 Above 10000 9 0.13 30,21,988 79.00 Total 7,101 100.00 38,25,000 100.00 g) Dematerialisation of shares and liquidity: The Company's shares are already available in the dematerialised form and the ISIN Number allotted to the company is INE469A01019. At present, the Company's shares are to be traded compulsorily in the demat form only. As on 31st March 2020, out of the total number of shares, 36,12,430 shares (94.44%) are in dematerialised form. h) The company does not have any outstanding GDRs / ADRs / Warrants or any other convertible instruments. i) Plant locations: Strip Mill / Powder Plants : Huzur Gardens, Sembium, Chennai 600 011 Bearing Plants : 371, Marudhamalai Road, Coimbatore 641 041 : Hosur-Krishnagiri Road, Hosur East – 635 125 Bushing Plant : 5/186, Old Mahabalipuram Road, Oggiyam, Thoraipakkam, Chennai 600 096. j) Address for Correspondence : Mr.K.Vidhya Shankar, Company Secretary, Tel. Nos.: (0422) 2221159 Cell: 91 97902 46890 No.18, Race Course Road, Coimbatore – 641 018 E-Mail : [email protected] k) A certificate has been received from M/s.KSR & Co Company Secretaries LLP, Practising Company Secretaries that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. l) M/s.Fraser & Ross, Chartered Accountants (Firm Regn. No.: 000829S), the Statutory Auditors of the Company have been paid an overall remuneration of Rs.27.50 lakhs for the financial year 2019-20.

Other Disclosures: There are no materially significant related party transactions that may have potential conflict with the interests of the Company. None of the Directors are related inter se. There are no instances of non-compliances by the Company. During the year no penalty, strictures etc. were imposed on the Company by M/s.BSE Limited, SEBI or any Statutory Authority relating to the capital markets for the last three years. The Company has a working vigil mechanism and whistle blower policy. No personnel have been denied access to the Audit Committee. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 – No complaints were received from any women employee during the year ended 31st March 2020. The Company has complied with all the mandatory requirements and non-mandatory requirements have been adopted to the extent found feasible. The Company does not have subsidiaries. The Company does not have an executive chairperson. The internal auditors are directly reporting to the Audit Committee. The company's policies on remuneration, related party transactions, risk management, vigil mechanism, corporate social responsibility, familiarisation programme for Independent Directors, Criteria for performance evaluation of Board, Code of practices and procedures for fair disclosure of unpublished price sensitive information, Code of conduct to regulate, monitor and report trading by insiders, Archival policy, Policy for preservation of documents and Policy for determination of materiality of events and Code of conduct for Directors and Senior Management have been hosted in the Company's website under the heading "Information to shareholders". Further the company's Nomination and Remuneration policy lays down the criteria and terms and conditions with regards to identifying the persons who are qualified to become Directors, KMPs and also for appointment to Senior Management.

Code of Conduct for Prevention of Insider Trading: In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended), the Company has a comprehensive Code of conduct for prevention of insider trading and the same is being strictly adhered by the Designated persons as defined under this Code. The Board at its meeting held on 30th May 2019 amended both the Code of Practices and Procedures for fair disclosure of "Unpublished Price Sensitive Information" (UPSI) and the Code of Conduct to regulate, monitor and report trading by insiders to maintain consistency and for statutory amendments to be reflected in the policies and to make it upto date and more comprehensive. The Code expressly lays down the guidelines and the procedures to be followed and disclosures to be made, while dealing with the shares of the Company. The Company follows closure of trading window from the end of every quarter till 48 hours after the declaration of financial results. The Company has been advising the Designated Persons covered by the Code not to trade in Company's securities during the closure of trading window period. 20 The Company's products and the export / import activities are subject to price risk and foreign exchange risks respectively. The company's operating management takes adequate care / preventive steps to overcome these risks.

The company does not have any demat suspense account and the details of transfer to IEPF account and the movement thereof during the year is given below:

No. of share-holders No. of equity shares

Aggregate number of shareholders and the outstanding shares in the Account as on 1st April 2019 255 15443 Number of shareholders who approached the company for transfer of shares from Account during the year 1 74 Number of shareholders whose shares were transferred to the Account during the year 24 3322 Aggregate number of shareholders and the outstanding shares in the Account as on 31st March 2020 278 18691

Declaration regarding compliance by Board Members and Senior Management Personnel with the Company's Code of Conduct: As required under regulation 34(3) read with part D of Schedule V to the SEBI (LODR) Regulations, 2015, we hereby conﬁrm that the members of Board of Directors and Senior Management Personnel of Bimetal Bearings Limited have afﬁrmed compliance with the Code of Conduct of the Company in respect of the year ended 31st March 2020 and as required under regulation 26(3) of SEBI (LODR) Regulations, 2015.

S.Narayanan A.Krishnamoorthy Whole-time Director Managing Director (DIN 03564659) (DIN 00001778)

Coimbatore Chennai 29th June 2020 29th June 2020

The company's CEO and the CFO have certiﬁed to the Board with regard to the compliance in terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

To: The Board of Directors Bimetal Bearings Limited

We certify that we have reviewed the ﬁnancial statements prepared based on the Indian Accounting Standards for the year ended 31st March 2020 and to the best of our knowledge and belief:

(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading

(2) these statements together present a true and fair view of the Company's affairs and are in compliance with applicable Indian Accounting Standards, Laws and Regulations.

(3) no transactions entered into by the Company during the year are fraudulent, illegal or violative of the Company's code of conduct.

(4) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps taken or proposed to be taken for rectifying these deficiencies.

(5) We have indicated to the Auditors and the Audit Committee that there were:

(1) no signiﬁcant changes in internal control over ﬁnancial reporting during the year;

(2) no signiﬁcant changes in accounting policies during the year and that the same have been disclosed in the notes to the ﬁnancial statements; and

(3) no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system over financial reporting.

A.Krishnamoorthy N.Venkataraman Managing Director Chief Financial Ofﬁcer (DIN 00001778) Chennai Coimbatore 29th June 2020 29th June 2020 21 ANNEXURE - C TO THE DIRECTORS' REPORT:

CERTIFICATE ON CORPORATE GOVERNANCE

To The Share-holders, Bimetal Bearings Limited “Huzur Gardens”, Sembium, Chennai - 600 011

We have examined all the relevant records for certifying the compliance of conditions of Corporate Governance by Bimetal Bearings Limited (the Company) (CIN: L29130 TN1961PLC004466) for the year ended 31st March, 2020, as stipulated in Schedule V of Regulation 34(3) of Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, entered into by the said Company with M/s.BSE Limited .

Management's Responsibility The compliance of conditions of Corporate Governance is the responsibility of the management. The responsibility includes design, implementation and maintenance of internal control and procedures to ensure compliance with conditions of corporate governance as stated in the Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Our Responsibility Our examination was limited to implementation of the conditions thereof and adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is neither an audit nor an expression of opinion on the ﬁnancial statements of the Company.

Our Opinion In our opinion and on the basis of our examination of the records produced, explanations and information furnished, we certify that the Company has complied with : (i) all the mandatory regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (ii) the following non-mandatory requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: a. The Company has moved to a regime of ﬁnancial statements with unmodiﬁed audit opinion b. The internal auditors directly reporting to the Audit Committee

This certiﬁcate is neither an assurance as to the future viability of the Company nor of the efﬁcacy or effectiveness with which the management has conducted the affairs of the Company.

For KSR & Co Company Secretaries LLP Coimbatore V.R.Sankaranarayanan 29th June 2020 Partner (ACS: 19450; CP: 11367) UDIN : A019450B000396090

22 ANNEXURE - D MANAGEMENT DISCUSSION AND ANALYSES

Industry Structure and Development: The Auto Ancillary segment of the industry has established itself with global level of technology and capabilities. The demand for products will continue to grow with enhanced volumes being projected by the vehicle industry through which our Company can look towards its growth. Quality, delivery and competitive pricing are to conform to International Standard. The emission norm changes to be implemented effective April 2020 has been a challenge to Industry. The Industry requires preparing for new technologies to comply with the new emission norms but also maintain an appropriate activity level based on market demand with current standards. The last quarter of the financial year saw a significant slowdown on account of implementation of New Axle weight norms, modifications to funding for NBFCs and Insurance purchase regulation with new vehicles.

Opportunities and Threats: The increase in new generation of vehicles which have to conform to stringent emission norms call for manufacture of bearings with matching characteristics. Your Company is positioned to meet the opportunities. The change in emission norms and the attendant change in inputs to cater to this demand of engines have been recognized in investment in appropriate technology and processes. During the year, products for the new emission norms have been under testing and homologation with many of our existing OEM customers. Electric motive power which is being spoken about in relation to replacement of IC engines requires speciﬁc attention and focus in order to estimate the extent of shift towards this motive power and the time scale within which it will have signiﬁcant impact on existing volumes. The rate of adoption of EV's in India is expected to stretch over the next decade. Notwithstanding this fact, your company is actively monitoring the developments with Vehicle manufacturers and has proposed certain projects which fall within the ambit of EV component production.

Segment-wise / Product-wise performance: The segment-wise products consist of Original Equipment, After Market and Exports. The Company has a strong share of business in the OE Segment and has been upgrading its capabilities to stay technologically relevant to the segment. In the After Market and Export Segments, the Company supplies parts to several applications. The Company's constant endeavor to upgrade technology, reduce costs and provide integrated solution has been its strength.

The products manufactured consist of Bearings, Bushings, Thrust Washers, Strips and Alloy Powder. Maximum turnover is recorded in Bearings and Alloy Powder.

Outlook: The increase in the demand for the Company's products used in segments like Heavy Vehicles, Tractors, Powders & Strips are expected to offer good opportunities for the Company coupled with effective cost control measures undertaken. Your company has commenced its actions to be a part of this change with appropriate product and solutions for customers. The outlook for the year is expected to be higher towards the second half of the year.

Risks and concerns: The Company has constituted a Risk Management Committee and it takes care of the external and internal risks associated with the operations of the Company. The Board of Directors oversees the Risk Management process including risk identiﬁcation, impact assessment, effective implementation of the mitigation plans and risk reporting.

Internal Financial Control System:

The internal ﬁnancial controls followed by the Company are considered adequate and operating effectively. The internal audit of the Company is entrusted to M/s. Gopalaiyer & Subramanian, Chartered Accountants.

Financial Performance: The prudent Management of working capital, treasury operations backed by planned capital expenditure have supported better performance in the current year.

Human Resources and Industrial Relations: During the year under review, the industrial relations in the Company were cordial. The average number of employees of the Company was 387 during the year.

23 ANNEXURE - E TO THE DIRECTORS' REPORT: Form No.MR-3 SECRETARIAL AUDIT REPORT (Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year ended 31st March 2020

The Members, Bimetal Bearings Limited "Huzur Gardens", Sembiam, Chennai – 600 011.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bimetal Bearings Limited (hereinafter called "the Company"). Secretarial Audit was conducted for the ﬁnancial year ended on 31st March, 2020 in a manner that provided us a reasonable basis for evaluating the corporate conduct / statutory compliances and expressing our opinion thereon.

On the basis of the above and on our verification of documents, books, papers, minutes, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of the Audit, we hereby report that in our opinion, the Company has, during the period covered under the Audit as aforesaid, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minutes book, forms and returns ﬁled and other records maintained by the Company for the ﬁnancial year ended 31st March, 2020 according to the provisions of:

(i) The Companies Act, 2013 and the Rules made thereunder.

(ii) The Securities Contracts (Regulation) Act, 1956 and the Rules made thereunder.

(iii) The Depositories Act, 1996 and the Regulations framed thereunder.

(iv) The following Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992: - a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. c. The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993. d. Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996.

(v) On the basis of the information and explanation provided, the Company had no transaction during the period under Audit requiring the compliance of applicable provisions of Act / Regulations / Directions in respect of:

a. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 b. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. c. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. d. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. f. The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 g. On consideration of the business undertaken by the Company, in our opinion, we do not find any specific Law, Rule or Regulation, that specifically governs or regulates the business of the Company. Hence the question of an audit of the compliance of the same and reporting does not arise. h. We have also examined the compliance with applicable clauses of the following:

a. Listing Agreement entered into with Stock Exchange. b. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 c. Secretarial Standards issued by The Institute of Company Secretaries of India under Section 118 of the Companies Act, 2013 During the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with the proper balance of Executive Directors, Non-Executive Directors and Independent Directors including Women Director. There was no change in the composition of the Board of Directors during the period covered under the Audit.

24 Adequate notice and detailed notes on Agenda were given to all Directors at least seven days in advance to schedule the Board Meetings. There exists a system for seeking and obtaining further information and clariﬁcations on the Agenda items before the Meeting and for meaningful participation at the Meeting.

Majority decision is carried through and recorded as part of the minutes. No dissenting views were found in the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the period covered under the Audit, the Company has not made any speciﬁc actions having a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, referred to above.

For KSR & Co Company Secretaries LLP Coimbatore V.R.Sankaranarayanan 29th June 2020 Partner (ACS: 19450; CP: 11367) UDIN: A019450B000396057

To: The Members, Bimetal Bearings Limited “Huzur Gardens”, Sembiam, Chennai – 600 011.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. Further, our audit report is limited to the verification and reporting of the statutory compliances on laws / regulations / guidelines listed in our report and the same pertain to the financial year ended on 31st March, 2020. Our report does not include those statutory compliances the filing dates for which were extended by Ministry of Corporate Affairs / Reserve Bank of India, as the case may be, from time to time and accordingly such extended time limits remain beyond the date of our audit report.

3. Subject to the above, we have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The veriﬁcation was done on test basis to ensure that correct facts are reﬂected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

4. We have not veriﬁed the correctness and appropriateness of ﬁnancial records and Books of Accounts of the company.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations is the responsibility of management. Our examination was limited to the veriﬁcation of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efﬁcacy or effectiveness with which the management has conducted the affairs of the company.

For KSR & Co Company Secretaries LLP Coimbatore V.R.Sankaranarayanan 29th June 2020 Partner (ACS: 19450; CP: 11367)

25 ANNEXURE - F TO THE DIRECTORS' REPORT:

Form No.MGT-9 SECRETARIAL AUDIT REPORT Extract of Annual Return as on the ﬁnancial year ended on 31st March 2020 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. Registration & Other Details: i) Corporate Identity Number : L29130TN1961PLC004466 ii) Registration Date : 19th April 1961 iii) Name of the Company : Bimetal Bearings Limited iv) Category / Sub-Category of the Company : Company Limited by shares / Indian Non-Government Company v) Address of the Registered ofﬁce & contact details : "Huzur Gardens", Sembiam, Chennai - 600 011. Ph.: (044) 2537 5581 /(0422) 222 1159 e-mail : [email protected] vi) Whether listed company : Yes (at BSE Limited, Mumbai) (Stock Code - 505681) vii) Name, Address and Contact details of Registrar & Share : M/s. GNSA Infotech (P) Limited, "Nelson Chambers", STA Dept., Transfer Agent, if any 4th Floor, 115, Nelson Manickam Road, Aminthakarai, Chennai - 29. (Tel.: 044 - 42962025)

II) Principal business activities of the Company: All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

No. Name and Description of main Products / Services Total Turn- over NIC Code of the Product / Services % to total turnover of the in Lakhs of the company Company 1 Bearings, Bushes & Thrust washers & Other 11,235.28 2814 75.3% Operating Revenue 2 Alloy Powder 1,711.91 2591 11.5% 3 Bimetallic Strips 1,965.71 2420 13.2% Total Turnover 14,912.90

III) Particulars of Holding, Subsidiary and Associate Companies:

No. Name of the Company Address of the Company Corporate Holding / Subsidiary / % of shares Applicable Identity Number Associate Company held Sections of the Companies Act, 2013

01) Amalgamations Private Limited No.124 (old No.81) U35999TN1938 Ultimate Holding 25.33% 2(46) Dr.Radhakrishnan Salai PTC000019 Company Mylapore, Chennai - 600004

02) BBL Daido Private Limited No.861, Anna Salai, U34300TN2001 Joint Venture & 20.00% 2(6) Chennai - 600002 PTC048109 Associate Company

03) IPL Green Power Limited "Huzur Gardens", Sembium, U40107TN2011 Associate Company 24.19% 2(6) Chennai - 600011 PLC083540

26 IV) Share-holding pattern (Equity share capital break-up as % of total equity):

(i) Category-wise share-holding:

No. of shares held at the beginning of the year No. of shares held at the end of the year % change (As on 1st April 2019) (As on 31st March 2020) No. Category of share-holders during % of total % of total the year Demat Physical Total shares Demat Physical Total shares (A) Promoters (1) Indian (a) Individuals / HUF 200 0 200 0.01 200 0 200 0.01 0.00 (b) Central/State Govt(s) ------(c) Bodies Corporate 2863926 0 2863926 74.87 2863926 0 2863926 74.87 0.00 (d) FIs / Banks ------(e) Any Other (Relative) ------Sub-Total (A)(1) : 2864126 0 2864126 74.88 2864126 0 2864126 74.88 0.00 (2) Foreign (a) Individuals (Foreign Individuals) ------(b) Bodies Corporate ------(c) Institutions ------(d) QFI ------(e) Any Other ------Sub-Total (A)(2) : ------Total share-holding of promoter (A)=(A)(1)+(A)(2) 2864126 0 2864126 74.88 2864126 0 2864126 74.88 0.00 B Public Shareholding (1) Institutions (a) Mutual Funds UTI ------(b) FIs / Banks 74 37 111 0.00 74 37 111 0.00 0.00 (c) Central / State Govts. ------(d) Venture Capital Funds ------(e) Insurance Companies ------(f) FII ------(g) Foreign Venture Capital ------(h) Any Other ------Sub-Total (B)(1) : 74 37 111 0.00 74 37 111 0.00 0.00 (2) Non-Institutions (a) Bodies Corporate 42242 2905 45147 1.18 44109 1205 45314 1.18 0.00 (b) Individuals - (i) Individual Shareholders holding nominal share capital upto Rs. 1 lakh 675028 81630 756658 19.78 678403 75007 753410 19.70 -0.08 (ii) Individual Shareholders holding nominal share capital in excess of Rs.1 lakh 0 136096 136096 3.56 0 136096 136096 3.56 0.00 (c) Any Other (i) Non resident Indian 7194 225 7419 0.19 7027 225 7252 0.19 0.00 (ii) Unclaimed shares ------(iii) IEPF - Corporate Body Govt. Company 15443 0 15443 0.41 18691 0 18691 0.49 0.08 Sub-Total (B)(2) : 739907 220856 960763 25.12 748230 212533 960763 25.12 0.00 Total Public Share-holding (B) = (B)(1)+(B)(2) 739981 220893 960874 25.12 748304 212570 960874 25.12 0.00 Total (A)+(B) 3604107 220893 3825000 100.00 3612430 212570 3825000 100.00 0.00

27 (ii) Share-holding of Promoters:

No. of shares held at the beginning of the year No. of shares held at the end of the year Share-holder's Name % change No. of shares % of total shares % of shares No. of shares % of total shares % of shares during of the Company pledged / of the Company pledged / the year encumbered encumbered to total shares to total shares 1. A.Krishnamoorthy 50 0.001 -- 50 0.001 -- -- 2. N.Venkataramani 150 0.004 -- 150 0.004 -- -- 3 Simpson & Co. Ltd 18,74,136 48.997 -- 18,74,136 48.997 -- -- 4. Amalgamations (P) Ltd., 9,69,000 25.334 -- 9,69,000 25.334 -- -- 5. India Pistons Ltd., 6,250 0.163 -- 6,250 0.163 -- -- 6. Sri Rama Vilas Service Limited 12,500 0.327 -- 12,500 0.327 -- -- 7. Associated Printers (Madras) (P) Ltd., 2,040 0.053 -- 2,040 0.053 -- -- Total 28,64,126 74.879 -- 28,64,126 74.879 -- --

(iii) Change in Promoters' Share-holding (please specify, if there is no change): Shares held at the beginning of the year Cumulative share-holding at the end of the year Share-holder's Name No. of shares % of total shares No. of shares % of total shares of the Company of the Company At the beginning of the year 28,64,126 74.88 28,64,126 74.88 Date-wise increase / decrease in Promoters Nil Nil Nil Nil Share-holding during the years specifying the Nil Nil Nil Nil reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.) At the end of the year 28,64,126 74.88 28,64,126 74.88

(iv) Share-holding pattern of top 10 share-holders (other than Directors, Promoters & Holders of GDRs & ADRs):

Shares held at the Cumulative share-holding beginning of the year at the end of the year For each of the Top 10 share-holders No. of shares % of total shares No. of shares % of total shares of the Company of the Company 01 Mr.N.Sethu Venkatraman 38,150 0.99 38,150 0.99 At the beginning of the year Date-wise increase / decrease in share-holding during the year - - - - At the end of the year 38,150 0.99 38,150 0.99

02 Mr.S.Subramanian At the beginning of the year 38,000 0.99 38,000 0.99 Date-wise increase / decrease in share-holding during the year - - - - At the end of the year 38,000 0.99 38,000 0.99

03 Mr.B Karthikeyan At the beginning of the year 38,000 0.99 38,000 0.99 Date-wise increase / decrease in share-holding during the year - - - - At the end of the year 38,000 0.99 38,000 0.99

04 Mr.R.Badrinarayanan At the beginning of the year 21,946 0.57 21,946 0.57 Date-wise increase / decrease in share-holding during the year - - - - At the end of the year 21,946 0.57 21,946 0.57

28 (iv) Share-holding pattern of top 10 share-holders (other than Directors, Promoters & Holders of GDRs & ADRs):

Shares held at the Cumulative share-holding beginning of the year at the end of the year For each of the Top 10 share-holders No. of shares % of total shares No. of shares % of total shares of the Company of the Company 05 Investor Education and Protection Fund Authority Ministry of Corporate Affairs At the beginning of the year 15443 0.40 15443 0.40 23rd Oct' 2019 - Moved to IEPF A/c 3322 0.09 18765 0.49 27th Dec' 2019 - Shareholder Claimed from IEPF A/c -74 - 18691 0.49 At the end of the year 18691 0.49 18961 0.49

06 Aparnaa Sarees Private Limited 11565 0.30 11565 0.30 At the beginning of the year Date-wise increase / decrease in share-holding - - - - At the end of the year 11565 0.30 11565 0.30

07 Jyoti Haresh Shah At the beginning of the year 10000 0.26 10000 0.26 Date-wise increase / decrease in share-holding during the year - - - - At the end of the year 10000 0.26 1000 0.26

08 Krishnamoorthy.A At the beginning of the year 9618 0.25 9618 0.25 Date-wise increase / decrease in share-holding during the year - - - - At the end of the year 9618 0.25 9618 0.25

09 Pico Capital Private Limited At the beginning of the year 4000 0.10 4000 0.10 18th July 2019 (Market Purchase) 5000 0.13 9000 0.23 At the end of the year 9000 0.23 9000 0.23

10 Usha Amritlal Jain At the beginning of the year 8100 0.21 8100 0.21 Date-wise increase / decrease in share-holding during the year - - - - At the end of the year 8100 0.21 8100 0.21

29 v) Share-holding of Directors and Key Managerial Personnel:

Shares held at the Cumulative share-holding For each of the Directors of the Company beginning of the year at the end of the year and Key Managerial Personnel (KMPs) No. of shares % of total shares No. of shares % of total shares of the Company of the Company 01 Mr.A.Krishnamoorthy, Managing Director At the beginning of the year 50 0.0013 - - Date-wise increase / decrease in share-holding during the year At the end of the year 50 0.0013 50 0.0013

02 Mr.S.Narayanan, Whole-time Director At the beginning of the year 400 0.0105 - - Date-wise increase / decrease in share-holding during the year At the end of the year 400 0.0105 400 0.0105

03 Mr.N.Venkataramani, Director At the beginning of the year 150 0.0039 - - Date-wise increase / decrease in share-holding during the year At the end of the year 150 0.0039 150 0.0039

04 Mr.N.Venkataraman, Chief Financial Ofﬁcer At the beginning of the year - - - - Date-wise increase / decrease in share-holding during the year At the end of the year - - - -

05 Mr.K.Vidhya Shankar, Company Secretary At the beginning of the year - - - - Date-wise increase / decrease in share-holding during the year At the end of the year - - - -

VI) INDEBTEDNESS: Indebtedness of the Company including interest outstanding / accrued but not due for payment (Amt - lakhs)

Secured Loans Total Unsecured Loans Deposits (Excluding deposits) Indebtedness Indebtedness at the beginning of the year a) Principal Amount Nil Nil Nil Nil b) Interest due but not paid Nil Nil Nil Nil c) Interest accrued but not due Nil Nil Nil Nil

Changes in indebtedness during the year a) Addition Nil@@ Nil Nil Nil b) Deletion Nil@@ Nil Nil Nil

Indebtedness at the end of the ﬁnancial year: a) Principal Amount Nil Nil Nil Nil b) Interest due but not paid Nil Nil Nil Nil c) Interest accrued but not due Nil Nil Nil Nil

@@ The Company was sanctioned working capital (Cash-Credit) facility of Rs.550 lakhs by the Company's Bankers which was sparingly used during the year. The availed position in the Cash Credit facility at the end of the ﬁnancial year was Rs.314.63 lakhs. The facility has been sanctioned against hypothecation of Inventory and Receivables.

30 VII) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (A) Remuneration to the Managing Director and Whole-time Director: (Rs.) Mr.A.Krishnamoorthy Mr.S.Narayanan Particulars of remuneration Total Amount No. Managing Director Whole-time Director Gross Salary 1) a) Salary as per provisions contained in Sec.17 (1) of the I.T.Act, 1961. 51,50,000/- 70,50,000/- 1,22,00,000/- b) Value of perquisites u/s. 17(2) of the IncomeTax Act, 1961 12,54,094/- 9,84,823/- 22,38,917/- c) Proﬁts in lieu of Salary under Sec.17(3) of the Income Tax Act, 1961 - - - 2) Stock Option - - - 3) Sweat Equity - - - 4) Commission - - - 5) Others, Please specify - - - Total (A) 64,04,094/- 80,34,823/- 1,44,38,917/- Ceiling as per the Act As per Sch. V to As per Sch. V to 120.00 lakhs the Cos' Act, 2013 – the Cos' Act, 2013 - each Rs.120.00 lakhs Rs.120.00 lakhs

(B) Remuneration to other Directors: i) Independent Directors: (Rs.) Sitting Fees / No. Particulars of remuneration Name of the Directors Total Amount Commission 1 Fees for attending Board / Mr.P.M.Venkatasubramanian 90,000/- 90,000/- Committee meetings Mr.Krishna Srinivasan 1,20,000/- 1,20,000/- Mr.R.Vijayaraghavan 70,000/- 70,000/- Dr.Sandhya Shekhar 40,000/- 40,000/- Commission Mr.P.M.Venkatasubramanian 56,488/- 56,488/- Mr.Krishna Srinivasan 56,488/- 56,488/- Mr.R.Vijayaraghavan 56,488/- 56,488/- Dr.Sandhya Shekhar 56,488/- 56,488/- Others –Independent Directors Meeting Mr.P.M.Venkatasubramanian 10,000/- 10,000/- Mr.Krishna Srinivasan 10,000/- 10,000/- Mr.R.Vijayaraghavan 10,000/- 10,000/- Dr.Sandhya Shekhar 10,000/- 10,000/- Total(1) 5,85,952/- 5,85,952/-

(ii) Other Non-Executive Directors: (Rs.) Sitting Fees / Particulars of remuneration Name of the Directors Total Amount No. Commission

1 Fees for attending Board / Committee Mr.N.Venkataramani 1,10,000/- 1,10,000/- meetings Mr.N.P.Mani 60,000/- 60,000/- Commission Mr.N.Venkataramani 56,488/- 56,488/- Mr.N.P.Mani 56,488/- 56,488/- Others, Please specify Nil Nil Total (2) 2,82,976/- 2,82,976/- Total (B) = (1+2) 8,68,928/- 8,68,928/- Total Managerial Remuneration 1,53,07,845/- Overall ceiling as per Act 248.68 lakhs

31 (C) Remuneration to Key Managerial Personnel other than the Managing Director and Whole-time Director / Manager: (Rs.) Key Managerial Personnel No. Particulars of remuneration Chief Financial Ofﬁcer Company Secretary Total Gross Salary 1) a) Salary as per provisions contained in Sec.17(1)(d) of the I.T.Act, 1961. 30,02,896/- 16,51,164/- 46,54,060/- b) Value of perquisites u/s. 17(2) of the Income Tax Act, 1961 32,400/- 1,56,600/- 1,89,000/- c) Proﬁts in lieu of Salary under Sec.17(3) of the Income Tax Act, 1961 2) Stock Option - - - 3) Sweat Equity - - - 4) Commission - - - 5) Others, Please specify - - - Total (A) 30,35,296/- 18,07,764/- 48,43,060/-

VIII. Penalties / Punishment / Compounding of offences:

Type Section of the Brief Description Details of Penalty / Authority (RD) / Appeal made, Companies Act Punishment / NCLT / Court if any Compounding fees (give details) imposed

Penalty Nil Nil Nil Nil Nil

Punishment Compounding Nil Nil Nil Nil Nil

Other ofﬁcers in default

Type Section of the Brief Description Details of Penalty / Authority (RD) / Appeal made, Companies Act Punishment / NCLT / Court if any Compounding fees (give details) imposed

Penalty Nil Nil Nil Nil Nil

Punishment Compounding Nil Nil Nil Nil Nil

32 ANNEXURE - G Annual Report on Corporate Social Responsibilities (CSR) Activities:

1) A brief outline of the company's CSR Policy including overview of The Company has framed the CSR policy which among other things projects or programs proposed to be undertaken and a reference to covers Education, Health, Poverty Alleviation and rural development the web-link to the CSR Policy and projects or programs. (Website:www.bimite.co.in/ policies)

2) Composition of CSR Committee Mr.N.Venkataramani, Director is the Chairman of the Committee. Mr.S.Narayanan, Whole-time Director and Mr.Krishna Srinivasan, Independent Director are members of the Committee. 3) Average net proﬁt of the Company for last three ﬁnancial years: Rs.1,218.65 lakhs

4) Prescribed CSR expenditure (2% of the amount as in item 3 above) Rs.24.37 lakhs

5) Details of CSR spent during the ﬁnancial year:

(a) Total amount spent for the financial year Rs.24.82 lakhs (b) Amount unspent, if any: Nil c) Manner in which the amount spent during the Financial year The manner in which the amount spent is given below :

The manner in which the amount spent is given below.

Cumu. Amount spent Amount Amount Expenditure direct or Projects / Activities Sector Location Outlay spent to the reporting through No. (Rs. Lakhs) (Rs. Lakhs) period implementing (Rs. Lakhs) Agency

1) Contribution to The Coimbatore Conservation of Coimbatore 1.00 1.00 1.00 Direct to the Zoological Park & Conservation Centre natural resources Institution 2) Contribution to Ganga Spine Injury Health care Coimbatore 2.00 2.00 3.00 Direct to the Foundation Institution 3) Purchase of face masks for supplying Preventive Health Hosur 1.00 0.97 3.97 Direct to to the sanitary workers attached to the Care / Sanitation the Govt. Hosur Corporation authorities 4) Purchase of non contact Infra-Red Preventive Health Hosur 1.00 0.85 4.82 Direct to Thermometers for supplying to the Care / Sanitation the Govt. sanitary workers attached to the authorities Hosur Corporation 5) Contribution to Paramakalyani Education / Literacy Tirunelveli 20.00 20.00 24.82 Direct to Educational Society / Health care the Institution

In case the company has failed to spend the 2% of the average net proﬁt of the last three ﬁnancial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report – Not applicable.

The CSR Committee of the Board of Directors acknowledges the responsibility for the implementation and monitoring of CSR Policy and accordingly state that the same is in compliance with CSR objectives and Policy of the company and the company has complied with all the requirements in this regard.

N.Venkataramani A.Krishnamoorthy Chairman of the CSR Committee Managing Director (DIN 00001639) (DIN 00001778)

Chennai 29th June 2020

33 Annexure-H to the Directors' Report Comparative analysis of remuneration paid to Directors & employees with the Company's Performance:

Ratio to Median % Increase / (Decrease) No. Name of the Directors Designation remuneration in remuneration

1 A.Krishnamoorthy Managing Director 11.35 1.38%

S.Narayanan Whole-time Director 14.24 13.94%

N.Venkataramani Non-Executive Director 0.29 (55.97%)

P.M.Venkatasubramanian Independent Director 0.28 (58.62%)

Krishna Srinivasan Independent Director 0.33 (49.32%)

R.Vijayaraghavan Independent Director 0.24 (61.90%)

Dr.Sandhya Shekhar Independent Director 0.19 (65.47%)

N.P.Mani Non-Executive Director 0.21 (58.12%)

N.Venkataraman Chief Financial Oﬃcer 7.95 (3.10%)

K.Vidhya Shankar Company Secretary 4.73 (3.52%)

2 The percentage increase in the median remuneration of employees in the ﬁnancial year 3.97%

3 The number of permanent employees on the rolls of Company 415

4 (a) Average percentile increase already made in the salaries of employees other than the managerial personnel in the ﬁnancial year 2019-20 3.62%

(b) Average percentile increase / (decrease) in the managerial remuneration in the ﬁnancial year 2019-20 (1.41%)

5 Aﬃrmation that the remuneration is as per the remuneration policy of the Company Remuneration paid during the year 2019- 2 0 i s a s p e r t h e Remuneration Policy of the Company

S.Narayanan A.Krishnamoorthy Whole-time Director Managing Director (DIN 03564659) (DIN 00001778)

Coimbatore Chennai 29th June 2020 29th June 2020

34 ANNEXURE - I Annexure to Financial Statements / Directors' Report for the year ended 31st March 2020 (Form No. AOC-1) – Pursuant to Sub-Section 3 of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts), Rules, 2014

No. Name of the Associate BBL Daido (P) Ltd. IPL Green Power Ltd.

01. Latest audited Balance Sheet date 31st March 2020 31st March 2020 02. Shares of Associate / Joint Venture held by Company on the year-end Equity Shares (Nos.) 26,00,000 7,50,000 Preference Shares (Nos.) 3,00,000 -- Amount of investment in Associates / Joint Venture companies Equity Shares 494.76 lakhs 75.00 lakhs Preference Shares 300.00 lakhs -- Extend of Holding (%) 20.00 24.19 03. Description of how there is significant influence Voting power Voting power Reason why the Associate / Joint Venture is not consolidated Consolidated Consolidated 04. Net Worth attributable to share-holding as per latest audited Balance Sheet Rs.892.22 lakhs Rs.0.00 lakhs 05. Profit / (loss)for the year (Net of adjustments) Considered in consolidation Rs.15.89 lakhs Rs.0.00 lakhs

The Company does not have any subsidiaries during and the end of the ﬁnancial year.

1. Entities which are yet to commence operations – M/s.IPL Green Power Ltd.,

2. Associates / Joint Ventures which have been liquidated or sold during the year - Nil.

A.Krishnamoorthy P.M.Venkatasubramanian S.Narayanan Managing Director Director Whole-time Director (DIN 00001778) (DIN 00001579) (DIN 03564659)

Chennai Chennai Coimbatore 29th June 2020 29th June 2020 29th June 2020

35 Certiﬁcate of Non-Disqualiﬁcation of Directors (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To The Members of M/s.Bimetal Bearings Limited “Huzur Gardens”, Sembium, Chennai 600 011

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of M/s.Bimetal Bearings Limited (CIN- L29130TN1961PLC004466) and having registered office at “Huzur Gardens”, Sembium, Chennai 600011 (hereinafter referred to as 'the Company'), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March 2020 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

No. Name of the Director DIN Date of Appointment in the Company

01) Mr.A.Krishnamoorthy, Managing Director 00001778 26th June 1970

02) Mr.S.Narayanan, Whole-time Director 03564659 1st November 2012

03 Mr.N.Venkataramani, Non-Executive Director 00001639 8th February 1985

04) Mr.P.M.Venkatasubramanian, Independent Director 00001579 29th December 2005

05) Mr.Krishna Srinivasan, Independent Director 02629544 30th March 2009

06) Mr.R.Vijayaraghavan, Independent Director 00026763 10th May 2010

07) Dr.Sandhya Shekhar, Independent Director 06986369 14th November 2014

08) Mr.N.P.Mani, Non-Executive Director 00675741 1st November 2006

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For KSR & Co Company Secretaries LLP Coimbatore V.R.Sankaranarayanan 29th June 2020 Partner (ACS: 19450; CP: 11367) UDIN : A019450B000396134

36 INDEPENDENT AUDITOR'S REPORT To The Members of Bimetal Bearings Limited Report on the Audit of the Standalone Financial Statements

Opinion We have audited the accompanying standalone financial statements of Bimetal Bearings Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2020, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2020, and its profit, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most signiﬁcance in our audit of the standalone ﬁnancial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditor's Report Thereon The Company's Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Management Discussion and Analysts Report, Directors Report, Corporate Governance Report and Shareholders information, but does not include the standalone financial statements, consolidated financial statements and our auditor's reports thereon. — Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. — In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. — If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone ﬁnancial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's ﬁnancial reporting process.

Auditor's Responsibility for the Audit of the Standalone Financial Statements Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an 37 audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

– Identify and assess the risks of material misstatement of the standalone ﬁnancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufﬁcient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

– Obtain an understanding of internal ﬁnancial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal ﬁnancial controls system in place and the operating effectiveness of such controls.

– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

– Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signiﬁcant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone ﬁnancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

– Evaluate the overall presentation, structure and content of the standalone ﬁnancial statements, including the disclosures, and whether the standalone ﬁnancial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Proﬁt and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone ﬁnancial statements comply with the Ind AS speciﬁed under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31 March, 2020 taken on record by the Board of Directors, none of the directors is disqualiﬁed as on 31 March, 2020 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended, in

38 our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its ﬁnancial position in its standalone ﬁnancial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

2. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters speciﬁed in paragraphs 3 and 4 of the Order.

For Fraser & Ross Chartered Accountants (Firm's Registration No. 000829S)

Balaji. M.N (Partner) Place: Bengaluru (Membership No. 202094) Date: 29 June, 2020 UDIN: 20202094AAAABO2395

39 ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph (f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Bimetal Bearings Limited (“the Company”) as of 31 March, 2020 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2020, based on the criteria for internal financial control over financial reporting established by the respective Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For Fraser & Ross Chartered Accountants (Firm's Registration No. 000829S)

Balaji. M.N (Partner) Place: Bengaluru (Membership No. 202094) Date: 29 June, 2020 UDIN: 20202094AAAABO2395 40 ANNEXURE “B” TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of plant, property and equipment.

(b) Some of the plant, property and equipment were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the plant, property and equipment at reasonable intervals. According to the information and explanation given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties of buildings that have been taken on lease and disclosed as property, plant and equipment in the standalone ﬁnancial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(ii) As explained to us, the inventories were physically veriﬁed during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical veriﬁcation.

(iii) The Company has not granted any loans, secured or unsecured, to companies, ﬁrms, limited liability partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(iv) The Company has not granted any loans hence provisions of Section 185 is not applicable, the Company has not provided any guarantee under section 186, however the Company has made investment which is within the limits of section 186 of the Companies Act, 2013.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year hence the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 is not applicable.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income- tax, Customs Duty, Goods and Service Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Customs Duty, Goods and Service Tax, Cess and other material statutory dues in arrears as at 31st March, 2020 for a period of more than six months from the date they became payable.

(c) Details of dues of Income tax, Sales Tax and Excise Duty which have not been deposited as on 31st March, 2020 on account of disputes are given below:

Amount Amount Period to which the involved Unpaid Name of Statute Nature of Dues Forum where dispute is pending amount relates (INR (INR in Lakhs) in Lakhs)

Tamil Nadu Sales Tax Deputy Commissioner (CT) FY 1997-1998 6.86 6.86 General Sales Appeals, Sales Tax Appellate and FY 1998-1999 Tax Act, 1959 Tribunal

Central Sales Sales Tax Deputy Commissioner (CT) FY 1997-1998 2.02 2.02 Tax, 1956 Appeals, Sales Tax Appellate and FY 1998-1999 Tribunal

Central Sales Sales Tax Commissioner of Central FY 2013-2014 0.68 0.65 Tax, 1956 Excise & Service Tax (Appeals)

Central Excise Act, Excise Duty Customs, Excise and FY 2007-08 to 67.92 67.92 1944 Service Tax Appellate Tribunal 2011-12

41 (viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of borrowings to banks. There are no loans or borrowings from ﬁnancial institutions and government. The Company has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its ofﬁcers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the CARO 2016 Order is not applicable to the Company.

(xv) In our opinion and according to information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with them and hence provisions of Section 192 of Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Fraser & Ross Chartered Accountants (Firm's Registration No. 000829S)

Balaji. M.N (Partner) Place: Bengaluru (Membership No. 202094) Date: 29 June, 2020 UDIN: 20202094AAAABO2395

42 BIMETAL BEARINGS LIMITED CIN:L29130TN1961PLC004466

STANDALONE FINANCIAL STATEMENTS

43 BIMETAL BEARINGS LIMITED Standalone Balance Sheet as at March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Note no. As at March 31, 2020 As at March 31, 2019 ASSETS Non-current assets Property, plant and equipment 3 4,764.53 4,624.64 Right to use 43 41.58 - Capital work-in-progress 1,263.10 152.30 Other intangible assets 4 53.82 59.82 Financial assets i. Investments 5 3,554.81 4,352.79 ii. Other financial assets 6 632.51 742.83 Other non-current assets 8 616.35 620.58 Total non-current assets 10,926.70 10,552.96 Current assets Inventories 9 4,084.37 4,538.32 Financial assets i. Investments 10 567.23 368.71 ii. Trade receivables 11 Trade receivables considered good - Unsecured 4,113.67 5,082.19 iii. Cash and cash equivalents 12 102.66 284.84 iv. Bank balances other than (iii) above 13 78.79 57.64 v. Loans 14 4.17 7.09 vi. Other financial assets 6 425.81 114.62 Current tax assets (Net) 7 63.70 35.20 Other current assets 15 474.75 486.97 Total current assets 9,915.15 10,975.58 Total assets 20,841.85 21,528.54 EQUITY and LIABILITIES Equity Equity share capital 16 382.50 382.50 Other equity 17 16,955.01 17,754.77 Total equity 17,337.51 18,137.27 Liabilities Non-current liabilities Financial liabilities i. Lease liabilities 43 31.52 - Provisions 23 160.53 123.83 Deferred tax liabilities (Net) 18 287.97 351.70 Total non-current liabilities 480.02 475.53 Current liabilities Financial liabilities i. Borrowings 19 314.63 - ii. Trade payables 20 Total outstanding dues of micro enterprises and small enterprises 168.54 287.77 Total outstanding dues of creditors other than micro enterprises and small enterprises 2,075.38 2,155.91 iii. Lease liabilities 11.85 - iv. Other financial liabilities 21 205.72 98.22 Other current liabilities 22 54.75 199.32 Provisions 23 193.45 174.52 Total current liabilities 3,024.32 2,915.74 Total liabilities 3,504.34 3,391.27 Total equity and liabilities 20,841.85 21,528.54 See accompanying notes to the standalone financial statements In terms of our report attached. For and on behalf of Board of Directors For Fraser & Ross A. Krishnamoorthy N. Venkataraman Firm's Registration Number: 000829S Managing Director Chief Financial Officer Chartered Accountants DIN: 00001778 Coimbatore Chennai Balaji M.N P.M. Venkatasubramanian K. Vidhya Shankar Partner Director Company Secretary Membership Number: 202094 DIN: 00001579 Coimbatore Chennai S. Narayanan Whole-time Director DIN: 03564659 Place : Bengaluru Coimbatore Date: June 29, 2020 Date : June 29, 2020 44 BIMETAL BEARINGS LIMITED Standalone Statement of Profit and Loss for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Note no. For the year ended For the year ended March 31, 2020 March 31, 2019

I Revenue from operations 24 14,912.90 20,640.69 II Other income 25 714.99 399.19 III Total revenue (I +II) 15,627.89 21,039.88 IV Expenses a) Cost of materials consumed 26 7,371.76 10,104.69 b) Purchases of stock-in-trade 125.63 453.12 c) Changes in inventories of finished goods, stock-in-trade and work-in-progress 27 363.40 (36.23) d) Employee benefits expense 28 2,670.85 2,602.30 e) Finance costs 29 8.32 3.16 f) Depreciation and amortisation expenses 30 566.99 505.67 g) Other expenses 31 4,381.30 5,872.27 V Total expenses 15,488.25 19,504.98 VI Profit before tax (III-V) 139.64 1,534.90 VII Tax expense : Current tax 32 6.30 450.54 Deferred tax 18 (31.20) 52.97 VIII Total tax expense (24.90) 503.51 IX Profit for the year (VI-VIII) 164.54 1,031.39 X Other comprehensive income (i) Items that will not be reclassified to profit or loss (a) Remeasurements of the defined benefit plans (43.22) (128.66) (b) Equity instruments through other comprehensive income (492.49) 156.13 (ii) Income tax relating to items that will not be reclassified to profit or loss 18 32.53 42.61 XI Total comprehensive income for the year (338.64) 1,101.47 XII Earnings per share of INR 10 each Basic 40 4.30 26.96 Diluted 40 4.30 26.96 See accompanying notes to the standalone financial statements

In terms of our report attached. For Fraser & Ross For and on behalf of Board of Directors Firm's Registration Number: 000829S A. Krishnamoorthy N. Venkataraman Chartered Accountants Managing Director Chief Financial Oﬃcer DIN: 00001778 Coimbatore Chennai

Balaji M.N P.M. Venkatasubramanian K. Vidhya Shankar Partner Director Company Secretary Membership Number: 202094 DIN: 00001579 Coimbatore Chennai

S. Narayanan Whole-time Director DIN: 03564659 Coimbatore Place : Bengaluru Date: June 29, 2020 Date: June 29, 2020 45 BIMETAL BEARINGS LIMITED Standalone statement of Cash Flows for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) For the year ended For the year ended Particulars March 31, 2020 March 31, 2019

Cash ﬂow from operating activities

Proﬁt before tax for the period 139.64 1,534.90

Adjustments for

Depreciation and amortisation expense 566.99 505.67 Gain on disposal of property, plant and equipment (Net) (2.79) (1.99) Gain on sale of financial assets (28.59) (18.99) Changes in fair value of financial assets at fair value through profit or loss 77.48 (57.27) Liabilities no longer required written back (130.46) (6.29) Net unrealised foreign exchange (gain) / loss (41.98) 22.60 Dividend and interest income classified as investing cash flows (385.59) (97.85) Finance costs 8.32 3.16

Change in operating assets and liabilities

(Increase)/Decrease in trade receivables 1,007.97 (1.64) (Increase)/Decrease in inventories 453.95 (281.38) (Increase)/Decrease in other ﬁnancial assets (209.38) 56.74 (Increase)/Decrease in other non-current assets (0.71) 0.24 (Increase)/Decrease in other current assets (31.00) (86.82) (Increase)/Decrease in loans to employees 2.92 (0.22) Increase/(Decrease) in trade payables (66.77) 12.53 Increase/(Decrease) in other ﬁnancial liabilities 17.77 (8.56) Increase/(Decrease) in other current liabilities (144.57) 60.04 Increase/(Decrease) in provisions 38.96 23.32 Cash generated from operations 1,272.16 1,658.19

Income taxes (paid)/refund received (12.34) (431.30)

Net cash inﬂow from operating activities 1,259.82 1,226.89

Cash ﬂows from investing activities

(Increase) / Decrease in borrowings 314.63 - Payments for property, plant and equipment (1,679.48) (1,079.24) Payments for (purchase)/ receipts towards sale of investments (net) 58.06 25.99 Payments for purchase/(repayments) of Intercorporate deposits (net) - 19.00 (Increase)/Decrease in other bank balances (21.15) 21.89 Interest and dividend received 394.10 90.59 Proceeds from disposal of property, plant and equipment 3.91 4.48 Net cash used in investing activities (929.93) (917.29)

46 BIMETAL BEARINGS LIMITED Standalone statement of Cash Flows for the year ended March 31, 2020 - (Contd.) (All amounts are in INR Lakhs, unless otherwise stated) For the year ended For the year ended Particulars March 31, 2020 March 31, 2019

Cash ﬂows from ﬁnancing activities

Interest paid (3.31) (3.16)

Payment of lease liabilities (46.90) -

Dividends paid to company’s shareholders including dividend tax (461.86) (415.01)

Net cash used in ﬁnancing activities (512.07) (418.17)

Net increase/(decrease) in cash and cash equivalents (182.18) (108.57)

Cash and cash equivalents at the beginning of the period 284.84 393.41

Cash and cash equivalents at end of the period 102.66 284.84

See accompanying notes to the standalone ﬁnancial statements Note: The above Cash Flow Statement has been prepared under ' indirect method' set out in the Ind AS 7 - Cash Flow Statement

In terms of our report attached. For and on behalf of Board of Directors For Fraser & Ross A. Krishnamoorthy N. Venkataraman Firm's Registration Number: 000829S Managing Director Chief Financial Oﬃcer Chartered Accountants DIN: 00001778 Coimbatore Chennai

Balaji M.N P.M. Venkatasubramanian K. Vidhya Shankar Partner Director Company Secretary Membership Number: 202094 DIN: 00001579 Coimbatore Chennai

S. Narayanan Whole-time Director DIN: 03564659 Coimbatore

Place : Bengaluru Date: June 29, 2020 Date: June 29, 2020

47 BIMETAL BEARINGS LIMITED Statement of Changes in equity for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Note.No Amount I) Equity share capital Balance as at April 1, 2018 382.50 Changes in equity share capital during the year 16 - Balance as at March 31, 2019 382.50 Changes in equity share capital during the year 16 - Balance as at March 31, 2020 382.50 (II) Other equity Reserves and surplus Items of other comprehensive income General Retained Note.No Actuarial Gain/ Equity instrument Total Reserve Capital Reserve earnings through other (Loss) Comprehensive income Balance as at April 1, 2018 13,703.81 - 1,225.22 114.62 2,024.66 17,068.31 Profit for the year 17 - - 1,031.39 - - 1,031.39 Other comprehensive income 17 - - - (67.49) 137.57 70.08 Transfer to general reserve 17 300.00 - (300.00) - - - 48 Dividends paid including dividend distribution tax 17 - - (415.01) - - (415.01) Balance as at March 31, 2019 14,003.81 - 1,541.60 47.13 2,162.23 17,754.77 Profit for the year 17 - - 164.54 - - 164.54 Other comprehensive income 17 - - - (10.69) (492.49) (503.18) Transfer to general reserve 17 550.00 - (550.00) - - - Dividends paid including dividend distribution tax 17 - - (461.12) - - (461.12) Balance as at March 31, 2020 14,553.81 - 695.02 36.44 1,669.74 16,955.01 See accompanying notes to the standalone financial statements In terms of our report attached. For and on behalf of Board of Directors For Fraser & Ross A. Krishnamoorthy N. Venkataraman Firm's Registration Number: 000829S Managing Director Chief Financial Officer Chartered Accountants DIN: 00001778 Coimbatore Chennai Balaji M.N P.M. Venkatasubramanian K. Vidhya Shankar Partner Director Company Secretary Membership Number: 202094 DIN: 00001579 Coimbatore Chennai S. Narayanan Whole-time Director Place : Bengaluru DIN: 03564659 Date: June 29, 2020 Coimbatore Date: June 29, 2020 BIMETAL BEARINGS LIMITED Notes to the Standalone financial statements for the year ended March 31, 2020

1 General Information Bimetal Bearings Limited ("the Company" or "BBL") is engaged in manufacturing of Engine Bearings, Bushings, Thrust Washers, Alloy Powder and Bimetallic Strips. The Company has manufacturing plants at Coimbatore, Hosur, Chennai (Sembiam and Thoraipakkam). The Company is a public listed company and listed on The Bombay Stock Exchange. The standalone financial statements were approved for issue by the Board of Directors on June 29,2020. 2 Significant accounting policies This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

(a) Basis of preparation

(i) Compliance with Ind AS These financial statements have been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 as applicable. (ii) Historical cost convention The financial statements have been prepared on a historical cost basis, except for the following: a) certain financial assets and liabilities (including derivative instruments) that is measured at fair value and

b) deﬁned beneﬁt plans — plan assets measured at fair value

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these standalone ﬁnancial statements is determined on such a basis, except for share-based payment transactions that are within the scope of Ind AS 102, leasing transactions that are within the scope of lnd AS 17, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 or value in use in Ind AS 36.

In addition, for ﬁnancial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the signiﬁcance of the inputs to the fair value measurement in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability ,either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset or liability.

(iii) The outbreak of COVID-19 pandemic and the resulting lockdown enforced from March 23, 2020 has affected the Company's regular operations. Accordingly, the Company has considered the possible effects that may result from the pandemic on the carrying amounts of property, plant and equipment, investments, inventories, receivables and other current assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external information which are relevant in determining the expected future performance of the Company. The Company has evaluated its liquidity position, recoverability of such assets and based on current estimates expects the carrying amount of these assets will be recovered. The impact of COVID-19 on the Company's financial results may differ from that estimated as at the date of approval of these financial results.

(b) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Chief operating decision maker. The Managing Director of the Company has been identiﬁed as being the chief operating decision maker.

49 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020

(c) Foreign currency translation (i) Functional and presentation currency Items included in the ﬁnancial statements of the Company are measured using the currency of the primary economic environment in which these entities operate (i.e. the “functional currency”). The ﬁnancial statements are presented in INR, the national currency of India, which is the functional currency of the Company.

(ii) Transaction and balances Transactions in foreign currency are translated into the respective functional currencies using the exchange rates prevailing at the dates of the respective transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the exchange rates prevailing at reporting date of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of proﬁt and loss and reported within foreign exchange gains/ (losses). Also refer note 2.1(a).

Non-monetary assets and liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. Foreign currency gains and losses are reported on a net basis. This includes changes in the fair value of foreign exchange derivative instruments, which are accounted at fair value through proﬁt or loss.

(d) Revenue recognition Revenue is recognised when control of the goods, services are transferred to the customer at an amount that reﬂects the consideration to which the Company expects to be entitled in exchange for those goods or services, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually deﬁned terms of payment. The Company is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed to inventory and credit risks. However, Goods and Services tax (GST) are not received by the Company on its own account. Rather, it is tax collected on value added to the commodity by the seller on behalf of the government. Accordingly, it is excluded from revenue.

(i) Sale of goods Revenue from sale of goods is recognised when control of the goods is transferred to the Customers. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates.

(ii) Dividend and interest income Dividend income from investments is recognised when the shareholder's right to receive payment has been established (provided that it is probable that the economic beneﬁts will ﬂow to the Company and the amount of income can be measured reliably).

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

(iii) Other operating revenue Income from duty drawback and other export incentives is recognised on accrual basis.

The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

(ii) Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the standalone ﬁnancial statements and the corresponding tax bases used in the computation of taxable proﬁt. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is

50 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020

(e) Taxation - (Contd.) (ii) Deferred tax probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufﬁcient taxable proﬁts will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reﬂects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

(iii) Current and deferred tax for the year Current and deferred tax are recognised in proﬁt or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. (f) Leasing Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any signiﬁcant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Company's operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reﬂects the current economic circumstances.

As a lessee The Company’s lease asset classes primarily consist of leases for land and buildings. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset. At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short- term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

51 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020

(f) Leasing (Contd.) As a lessee Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash ﬂows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

Transition: Effective April 1, 2019, the Company adopted Ind AS 116 “Leases” and applied the standard to all lease contracts existing on April 1, 2019 using the modiﬁed retrospective method. Consequently, the Company recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the right of use asset for the carrying amount from the date of initial application and discounted at the Company’s incremental borrowing rate at the date of initial application. Comparatives as at and for the year ended March 31, 2019 have not been retrospectively adjusted and therefore will continue to be reported under the accounting policies included as part of our Annual Report for year ended March 31, 2019.

(g) Impairment of assets At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identiﬁed, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest Company of cash-generating units for which a reasonable and consistent allocation basis can be identiﬁed.

Intangible assets with indeﬁnite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in proﬁt or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in proﬁt or loss.

(h) Cash flow Statement Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of Transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipt or payments and item of income or expense associated with investing or financing cash- flows. The cash flow from operating, investing and financing activities of the Company are segregated.

52 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020

(i) Inventories Inventories are stated at the lower of cost and net realisable value. Cost of raw materials and traded goods comprises cost of purchases. Cost of work-in-progress and ﬁnished goods comprises direct materials, direct labour and an appropriate proportion of variable and ﬁxed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Cost of inventories also include all other costs incurred in bringing the inventories to their present location and condition. Costs are determined and assigned to individual items of inventory using the weighted average method. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

(j) Financial instruments Financial assets and financial liabilities are recognised when a Company entity becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. (k) Financial assets All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

(i) Classification of financial assets The Company classifies its financial assets in the following measurement categories:

a) those to be measured subsequently at fair value (either through other comprehensive income, or through proﬁt or loss),

b) those measured at amortised cost and

c) those measured at cost

The classification depends on the entity's business model for managing the financial assets, the contractual terms of the cash flows and whether the investment meets the definition of interest in associates and joint ventures. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Company reclassifies debt investments when and only when its business model for managing those assets changes. Investments forming part of interest in associates and joint ventures are measured at cost.

(ii) Measurements At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

- Debt instruments Subsequent measurement of debt instruments depends on the Company's business model for managing the asset and the cash ﬂow characteristics of the asset. There are two measurement categories into which the Company classiﬁes its debt instruments:

a) Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in other income using the effective interest rate method.

53 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020

(k) Financial assets (Contd.) (ii) Measurements b) Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or Fair value through other comprehensive income are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented net in the statement of profit and loss within other income/ other expenses in the period in which it arises. Interest income from these financial assets is included in other income.

- Equity instruments The Company subsequently measures all equity investments other than investments forming part of interest in associates and joint ventures at fair value. Where the Company's management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Company's right to receive payments is established. Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income/ other expenses in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

(iii) Impairment of financial assets The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at cost and amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Refer notes to accounts for the details how the Company determines whether there has been a significant increase in credit risk.

For trade receivables only, the Company applies the simpliﬁed approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(iv) Derecognition of financial assets A financial asset is derecognised only when a) The Company has transferred the rights to receive cash flows from the financial asset or b) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

b) Dividends Dividends are recognised in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.

54 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020

(l) Financial liabilities and equity instruments (i) Classification as debt or equity Debt and equity instruments issued by a Company entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

(ii) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Company entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company's own equity instruments is recognised and deducted directly in equity.

No gain or loss is recognised in proﬁt or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.

(iii) Financial liabilities All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL. H owever, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Company, and commitments issued by the Company to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.

(m) Derivatives The Company enters into certain derivative contracts to hedge risks which are not designated as hedges. Such contracts are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each reporting period. The impact of the fair value changes are included in other income.

(n) Offsetting ﬁnancial instruments Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

(0) Property, plant and equipment Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the standalone balance sheet at cost less accumulated depreciation and accumulated impairment losses. Freehold land is not depreciated.

Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Company's accounting policy. Such properties are classiﬁed to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets on the same basis as other property assets commences when the assets are ready for their intended use.

Fixtures and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation commences when the assets are ready for their intended use. Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. Depreciation is recognized so as to write off the cost of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013. However, the estimates of useful lives of certain assets, based on technical evaluation are different from those speciﬁed in Schedule II which are set out below:

Plant and equipment - Useful life 20 years

Assets costing individually upto Rs. 5,000/- are fully depreciated in the year of purchase.

An item of property, plant and equipment is derecognised upon disposal or when no future economic beneﬁts are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in proﬁt or loss.

55 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020

(p) Intangible assets

(i) Acquired intangible assets

Intangible assets with ﬁnite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indeﬁnite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

(ii) Research and development Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future economic beneﬁts;

• the availability of adequate technical, ﬁnancial and other resources to complete the development and to use or sell the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset ﬁrst meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in proﬁt or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

iv) Useful lives of intangible assets Estimated useful lives of the intangible assets are as follows:

Technical Know how - Useful life 5 years

Computer Software - Useful life 6 years

Assets costing individually upto INR 5,000/- are fully amortized in the year of purchase.

(q) Provisions Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that the reimbursement will be received and the amount of the receivable can be measured reliably.

56 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020

(q) Provisions (Contd.)

(i) Onerous contracts Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic beneﬁts expected to be received from the contract.

(r) Employee Benefits Employee benefits include provident fund, employee state insurance, gratuity fund, super annuation fund and compensated absences. (i) Retirement benefit costs and termination benefits Payments to defined contribution Retirement Benefit Plans are recognised as an expense when employees have rendered service entitling them to the contributions.

For defin ed benefit Retirement Benefit Plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset.

(ii) Deﬁned beneﬁt costs are categorised as follows: -service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);

-net interest expense or income; and

-remeasurement

For defined benefit plan, in the form of gratuity fund, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which they occur. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme. The gratuity fund is maintained with Life Insurance Corporation of India.

The Company presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee benefits expenses’. Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligation recognised in the balance sheet represents the actual deficit or surplus in the Company’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

A liability for a termination beneﬁt is recognised at the earlier of when the entity can no longer withdraw the offer of the termination beneﬁt and when the entity recognises any related restructuring costs.

Liabilities recognised in respect of short-term employee beneﬁts are measured at the undiscounted amount of the beneﬁts expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee beneﬁts are measured at the present value of the estimated future cash outﬂows expected to be made by the Company in respect of services provided by employees up to the reporting date.

57 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020

(s) Exceptional items Company recognises exceptional item when items of income and expense within the Statement of Proﬁt and Loss from ordinary activities are of such size, nature or incidence that their separate disclosure is relevant to explain the performance of the Company for the period.

(t) Earnings per share Basic earnings per share is computed by dividing the proﬁt / (loss) after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the proﬁt / (loss) after tax as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

(u) Government grants Government grants are not recognised until there is reasonable assurance that the Company will comply with the conditions attaching to them and that the grants will be received. Government grants are recognised in proﬁt or loss on a systematic basis over the periods in which the Company recognises as expenses the related costs for which the grants are intended to compensate.

Speciﬁcally, government grants whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognised as deferred revenue in the standalone balance sheet and transferred to proﬁt or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate ﬁnancial support to the Company with no future related costs are recognised in proﬁt or loss in the period in which they become receivable.

(v) Rounding off amounts All amounts disclosed in the ﬁnancial statements and notes have been rounded off to the nearest lakhs and decimals thereof as per the requirements of Schedule III, unless otherwise stated.

(w) Operating cycle Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classiﬁcation of its assets and liabilities as current and non-current.

(x) Critical estimates and judgements

The preparation of ﬁnancial statements requires the use of accounting estimates which, by deﬁnition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company's accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the ﬁnancial statements.

The areas involving critical estimates or judgements are:

Estimation of deﬁned beneﬁt obligation – Note 23

Estimation of current tax expense and payable – Note 32

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a ﬁnancial impact on the Company and that are believed to be reasonable under the circumstances.

58 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

3. Property, plant and equipment Plant and Furniture and Land Building Vehicles Total equipment ﬁxtures Year ended March 31, 2019 Gross carrying amount Opening gross carrying amount 23.49 612.54 4,431.10 87.65 89.58 5,244.36 Additions - 191.77 773.76 10.95 15.84 992.32 Disposals - - - - 22.58 22.58 Closing gross carrying amount 23.49 804.31 5,204.86 98.60 82.84 6,214.10 Accumulated depreciation Opening accumulated depreciation - 64.53 987.28 42.59 49.46 1,143.87 Depreciation charge during the year - 29.76 408.58 10.60 16.73 465.68 Disposals - - - - 20.09 20.09 Closing accumulated depreciation - 94.29 1,395.86 53.19 46.10 1,589.46 Net carrying amount March 31, 2019 23.49 710.02 3,809.00 45.41 36.74 4,624.64 Year ended March 31, 2020 Gross carrying amount Opening gross carrying amount 23.49 804.31 5,204.86 98.60 82.84 6,214.10 Additions - 58.17 583.35 8.73 - 650.25 Disposals - - 2.58 - - 2.58 Closing gross carrying amount 23.49 862.48 5,785.63 107.33 82.84 6,861.77 Accumulated depreciation Opening accumulated depreciation - 94.29 1,395.86 53.19 46.10 1,589.46 Depreciation charge during the year - 34.00 459.05 6.25 9.92 509.24 Disposals - - 1.46 - - 1.46 Closing accumulated depreciation - 128.29 1,853.45 59.44 56.02 2,097.24 Net carrying amount March 31, 2020 23.49 734.19 3,932.18 47.89 26.82 4,764.53 Notes: (i) All ﬁxed assets are owned by the Company, unless stated as taken on lease. (ii) Gross carrying amount of cost of building as at March 31, 2020 includes INR 28.21 lakhs (March 31, 2019-INR 28.21 lakhs) being cost of buildings on lease hold land. 4. Other intangible assets Computer Others -Technical Total software know-how Year ended March 31, 2019 Gross carrying amount Opening gross carrying amount 169.75 28.48 198.23 Additions - - - Disposals - - - Closing gross carrying amount 169.75 28.48 198.23 Accumulated depreciation Opening accumulated depreciation 86.59 11.83 98.42 Depreciation charge during the year 35.16 4.83 39.99 Disposals - - - Closing Accumulated depreciation 121.75 16.66 138.41 Net carrying amount March 31, 2019 48.00 11.82 59.82 Year ended March 31, 2020 Gross carrying amount Opening gross carrying amount 169.75 28.48 198.23 Additions 0.09 7.99 8.08 Disposals - - - Closing gross carrying amount 169.84 36.47 206.31 Accumulated depreciation Opening accumulated depreciation 121.75 16.66 138.41 Depreciation charge during the year 9.24 4.84 14.08 Disposals - - - Closing Accumulated depreciation 130.99 21.50 152.49 Net carrying amount March 31, 2020 38.85 14.97 53.82

59 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

Face Value As at March 31, 2020 As at March 31, 2019 5. Non Current Investments INR Units Market Value Units Market Value (i) Investment in Equity Instruments (fully paid-up) At cost Unquoted (i) In Associate IPL Green Power Limited 10 7,50,000 75.00 7,50,000 75.00 Less: Provision for impairment (75.00) (75.00) (ii) In Joint venture BBL Daido Private Ltd 10 26,00,000 494.76 26,00,000 494.76 At Fair Value through Other Comprehensive Income Unquoted Amalgamations Repco Limited 10 1,20,750 156.97 1,20,750 156.98 Arkay Energy (Rameswarm) Limited 10 2,80,000 28.00 2,80,000 28.00 Madras Enterprises Ltd. (Formerly known as Madras Stock Exchange Ltd ) 1 4,55,620 11.99 4,55,620 11.99 South Asian Financial Exchange Limited 10 20,000 - 20,000 - Stanes Amalgamated Estates Limited 10 6,380 8.10 6,380 8.10 Quoted Aditya Birla Fashion and Retail Ltd 10 7,280 11.13 7,280 16.04 Aditya Birla Capital Limited 10 5,040 2.12 5,040 4.90 Ashok Leyland Limited 1 11,000 4.74 11,000 10.04 Asian Paints (India) Limited 1 7,000 116.66 7,000 104.49 Axis Bank Limited 2 1,950 7.39 1,950 15.16 Bajaj Finance Limited 10 6,700 148.46 6,700 202.67 Bajaj Holdings and Investment Limited 10 950 17.09 950 32.46 Bajaj Auto Limited 10 1,900 38.42 1,900 55.31 Bajaj Finserve Limited 10 1,040 47.75 1,040 73.18 Bank of Baroda 2 18,500 9.91 18,500 23.80 Bank of India 10 900 0.29 900 0.93 Bharat Petroleum Corporation Limited 10 12,810 40.59 12,810 50.92 Biocon Limited (Bonus 1:1) 10 1,800 4.87 900 5.49 Canfin Homes Ltd 10 1,000 2.79 1,000 3.49 Colgate-Palmolive (India) Limited 1 2,800 35.08 2,800 35.23 Cummins India Ltd 2 1,960 6.40 1,960 14.62 G I C Housing Finance Limited 10 2,500 1.49 2,500 6.74 Gas Authority of India Limited (Bonus 1:1) 10 3,980 3.05 1,990 6.92 Glaxo Smithkline Beecham Consumer Health Care Limited 10 750 74.81 750 54.35 Grasim Industries Limited 10 3,600 17.14 3,600 30.89 Great Eastern Shipping Corporation Limited 10 1,080 2.22 1,080 3.08 Great Offshore Limited 10 270 - 270 0.03 HDFC Bank Limited 2 4,000 34.48 2,000 46.38 Hindustan Unilever Limited 10 400 9.19 400 6.83 Housing Development Finance Corporation Limited 10 30,000 489.93 30,000 590.47 ICICI Bank Limited 2 18,370 59.47 18,370 73.57 Indian Oil Corporation Limited 10 16,000 13.06 16,000 26.06 Indraprasth Gas Limited 10 2,500 9.70 2,500 7.64 Indusind Bank Limited 10 1,500 5.27 1,500 26.70 Industrial Development Bank of India 10 1,560 0.30 1,560 0.73 L.I.C.Housing Finance Limited 2 3,750 8.82 3,750 19.96 Mahindra and Mahindra Limited 5 4,000 11.40 4,000 26.96 Maruti Suzuki India 10 200 8.58 200 13.34 National Aluminium Company Limited 10 4,500 1.31 4,500 2.49 National Thermo Power Corporation Limited 10 1,800 1.52 1,800 2.42 Neyveli Lignite Corporation Limited 10 600 0.26 600 0.42 Nilkamal Plastics Limited 10 700 6.98 700 10.01 Oil and Natural Gas Corporation Limited 5 15,300 10.45 15,300 24.44 Petronet LNG Limited 10 2,000 4.00 2,000 5.03 Punjab National Bank 2 8,750 2.83 8,750 8.36 Reliance Industries Limited 10 2,670 29.74 2,670 36.40 Rural Electrification Corporation of India 10 2,120 1.88 2,120 3.24 Rail Vikas Nigam Ltd 10 11,700 1.50 - - Schaeffler India Ltd 10 600 22.30 600 33.02 State Bank of India 1 11,500 22.64 11,500 36.89 Sundaram Finance Limited 10 13,200 158.83 13,200 205.75 Sundaram Finance Holdings Limited 10 13,200 5.49 13,200 11.27 Tata Chemicals Ltd 10 1,400 3.13 1,400 8.24 Tata Consultancy Services Limited 1 1,664 30.39 1,664 33.31 Tata Motors Limited 2 9,495 6.75 9,495 16.54 Tata Steel Limited - Fully Paid 10 1,972 5.32 1,972 10.27 Tata Global Beverages Limited 1 13,000 38.33 13,000 26.51 The United Nilgiri Tea Estates Limited 10 17,264 33.30 17,264 54.48 Ultratech Cement Limited 10 171 5.55 171 6.84 Total (equity instruments - fully paid-up) 2,334.92 2,825.14

60 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

Face Value As at March 31, 2020 As at March 31, 2019 5. Non Current Investments contd.. INR Units Market Value Units Market Value

(ii) Investment in Equity Instruments ( partly paid-up ) Unquoted Adyar Property Holding Company Limited ( paid up Rs. 65 per share ) 100 55 0.04 55 0.04 Quoted Tata Steel Limited ( paid up Rs.2.50 per share ) 10 136 0.04 136 0.09 Total (equity instruments - partly paid-up) 0.08 0.13 (iii) Investment in Preference Instruments in Joint Venture (Unquoted) At Cost Unquoted BBL Daido Private Ltd (FCCPS) 100 3,00,000 300.00 3,00,000 300.00 Total (preference shares) 300.00 300.00 (iv) Investment in Bonds At Amortised Cost Quoted 8.00% Indian Railway Finance Corporation Limited Tax Free Secured, Redeemable Non-convertible Bonds 1,000 1,088 10.88 1,088 10.88 8.20% Power Finance Corporation Limited Tax Free Secured Redeemable Non-convertible Bonds 1,000 1,424 14.24 1,424 14.24 7.19% Power Finance Corporation Limited : Tax Free Secured Bonds 1,000 1,200 12.00 1,200 12.00 7.22% Rural Electrification Corporation Limited : Tax Free , Secured Bonds 1,000 1,000 10.00 1,000 10.00 (v) Investment in Debentures At Fair value through Profit or Loss Quoted 8.49% SR-54 Non-Convertible Debentures of National Thermal Power Corporation Limited (Bonus for Shares) 12.50 1,500 - 1,500 0.20 Total (debentures and bonds) 47.12 47.32 (vi) Investment in Mutual Funds At Fair value through Profit or Loss Unquoted Axis Equity Saver Fund - Growth 10 11,74,362 140.81 11,74,362 150.08 Axis Dynamic Equity Fund - Growth 10 - - 4,91,223 53.64 Aditya Birla Sunlife Arbitrage Fund - Growth 10 - - 2,25,254 42.61 DSP BlackRock Equity & Bond Fund - Growth 10 30,680 40.88 30,680 46.51 DSP Dynamic Asset Allocation Fund - Growth 10 3,21,133 45.43 1,02,369 15.41 Franklin India Debt Hybrid Fund - Plan A - Growth 10 88,161 48.43 88,161 48.98 Franklin India Equity Hybrid Fund - Growth 10 - - 68,974 83.36 Franklin India Corporate Debt Fund - Plan A - Growth 10 19,046 13.64 19,046 12.62 HDFC Equity Savings Fund - Growth 10 - - 33,441 12.31 ICICI Prudential Equity & Debt Fund - Monthly Dividend 10 2,09,429 33.30 2,09,429 48.02 ICICI Prundential Equity & Debt Fund - Growth 10 10,525 11.15 10,525 14.15 ICICI Prudential Balanced Advantage Fund - Dividend 10 - - 2,06,705 31.94 ICICI Prudential Balanced Advantage Fund - Growth 10 3,51,987 107.60 2,17,697 76.93 ICICI Prudential Regular Savings Fund - Growth 10 3,02,804 131.79 3,02,804 129.02 ICICI Prundential Credit Risk Fund - Growth 10 1,97,703 43.00 1,97,703 39.28 ICICI Prudential Asset Allocator Fund 10 1,38,070 65.70 - - Kotak Equity Savings Fund - Growth 10 - - 3,42,441 48.61 Kotak Balanced Advantage Fund - Growth 10 13,67,510 126.67 2,77,169 28.79 Nippon India Equity Savings Fund - Dividend Plan (ESDPD) ( Earlier known as Reliance Equity Savings Fund - Dividend Plan ) 10 - - 90,951 9.97 Nippon India Equity Savings Fund - Segregated Portfolio 1 - Dividend Plan (03DPD) ( Earlier known as Reliance Equity Savings Fund - Dividend Plan ) 10 90,951 0.22 - - SBI Mutual Fund- Gold Exchange Traded Scheme- Growth Op- Open (DEMAT) 10 200 8.07 200 5.71 SBI Equity Hybrid Fund - Regular Dividend 10 - - 1,03,492 30.36 SBI Equity Hybrid Fund - Regular Growth 10 34,394 40.82 - - SBI Equity Savings Fund - Dividend 10 - - 1,20,000 14.68 SBI Equity Savings Fund - Growth 10 - - 6,47,781 83.81 SBI Dual Advantage Fund - Series XV - Regular 10 - - 1,18,758 14.34 SBI Credit Risk Fund 10 47,976 15.21 - - Sundaram Debt Oriented Hybrid Fund -Regular - Quarterly Dividend 10 - - 1,48,516 21.37 UTI Multi Asset Fund - Regular Growth 10 - - 3,47,898 117.70 Total (mutual funds) 872.72 1,180.20 Total 3,554.81 4,352.79 Total non-current investments Aggregate amount of quoted investments and market value thereof 1,682.22 2,172.63 Aggregate amount of unquoted investments 1,947.59 2,255.16 Aggregate amount of impairment in value of investments 75.00 75.00

61 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

As at March 31, 2020 As at March 31, 2019 Current Non-current Current Non-current 6 Other financial assets Financial assets at fair value (i) Derivatives financial instruments not designated as hedging carrying at fair value Foreign-exchange forward contracts - - 21.08 - (ii) Financial assets at amortised cost Intercorporate deposits 269.00 360.00 63.00 566.00 Interest accrued on deposits 3.23 - 12.18 - Interest accrued on investments 0.59 - 0.15 - Interest accrued on Income tax refund 141.92 - - - Security deposits 3.50 272.51 10.64 176.83 Others - insurance claims 7.57 - 7.57 - Total other financial assets 425.81 632.51 114.62 742.83 As at As at March 31, 2020 March 31, 2019 7 Current tax assets (net) Advance income tax* 63.70 35.20 Total current tax assets (net) 63.70 35.20 *Net of provision - for income tax 6.30 396.10

8 Other non-current assets Capital advances for capital work-in-progress 48.03 47.18 Prepayments 5.78 5.07 Advance income tax* 562.54 568.33 Total other non-current assets 616.35 620.58 *Net of provision - for income tax 4,391.97 4,153.87

9 Inventories Raw materials* 1,584.99 1,716.73 Work-in-progress** 1,335.45 1,631.31 Finished goods 866.21 835.29 Stock-in-trade 54.70 153.16 Stores, spares and packing material 243.02 201.83 Total inventories 4,084.37 4,538.32 *Goods in transit 248.34 385.26 **Includes manufactured strips and powder 941.19 1,230.23

Amounts recognised in profit or loss Write-downs of inventories to net realisable value amounted to INR 32.69 lakhs (March 31, 2019 - INR 67.54 lakhs). These were recognised as an expense during the year and included in'the changes in inventories of finished goods, work-in-progress and stock-in-trade' in statement of profit and loss.

62 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

Face Value As at March 31, 2020 As at March 31, 2019 INR Units Market Value Units Market Value i) Investment in Mutual Funds At Fair Value through Proﬁt or Loss Unquoted Axis Short Term Fund 10 2,57,583 57.03 - - Adithya Birla Low Duration Fund 10 - - 11,142 50.07 Aditya Birla Sun Life Liquid Fund - Growth 10 31,166 99.03 - - DSP Short Term Fund - Growth 10 79,125 27.04 - - HDFC Low Duration Fund 10 1,02,689 43.21 1,02,689 40.18 HDFC Short Term Debt Fund 10 1,77,081 40.09 - - ICICI Prudential Short Term Fund - Growth 10 34,135 14.39 34,135 13.19 ICICI Prudential Liquid Fund - Growth 10 8,793 25.72 - - Kotak Low Duration Fund 10 - - 1,261 28.84 Reliance Low Duration Fund 10 - - 7,199 186.05 SBI Magnum Low Duration Fund 10 - - 657 15.89 SBI Savings Fund 10 - - 35,440 10.25 SBI Debt Fund Series - C -31 (365 Days) - Growth 10 - - 1,00,000 10.30 SBI Liquid Fund - Growth 10 3,400 105.19 - - SBI Short Term Debt Fund - Growth 10 1,39,569 32.54 - - Tata Liquid Fund - Regular Plan - Growth 10 - - 476 13.94 UTI Liquid Cash Plan - Growth 10 3,799 122.99 - - Total (mutual funds) 567.23 368.71 Total 567.23 368.71 Total non-current investments Aggregate amount of quoted investments and market value thereof - - Aggregate amount of Unquoted investments 567.23 368.71 As at As at 11 Trade receivables March 31, 2020 March 31, 2019 Unsecured and considered good Trade receivables 3,539.09 4,618.28 Receivables from related parties 574.58 463.91 Total trade receivables 4,113.67 5,082.19 Trade receivables stated above includes : Debts due by private companies in which directors are directors 510.27 376.88 The company classiﬁes the right to consideration in exchange for deliverables as a trade receivable. A receivable is a right to consideration that is unconditional upon passage of time. Revenue for revenue contracts are recognized at a point in time when the company transfers controls over the product to the customer.

12 Cash and cash equivalents Unrestricted balances with banks - in current accounts 87.52 253.03 - in EEFC accounts 5.43 0.81 - in deposit accounts with original maturity less than 3 months 8.60 30.00 Cash in hand 1.11 1.00 Total Cash and cash equivalents 102.66 284.84 Note: There are no repatriation restrictions with regard to cash and cash equivalents as at the end of the reporting period and prior periods.

63 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

As at As at March 31, 2020 March 31, 2019 13 Other bank balances Deposit with maturity period more than 3 months but less than 12 months 30.00 8.11 In unpaid dividend account* 18.79 19.53 Margin money deposits (Refer note below) 30.00 30.00 Total other bank balances 78.79 57.64 *Earmarked for payment of unclaimed dividend Note: Balances with bank held as margin money for guarantees 30.00 30.00 14 Loans (Unsecured, considered good) Loans to employees 4.17 7.09 Total loans 4.17 7.09 15 Other current assets Prepayments 66.81 103.80 Advances to suppliers 174.67 25.37 Balance with government authorities (other than income tax) 208.43 327.97 Other advances 18.10 15.51 Advances to employees 6.74 7.82 Gratuity - 6.50 Total other current assets 474.75 486.97 Note: Refer Note 23 for disclosure of Gratuity Number Amount 16 Equity share capital of Shares Authorised: (i) Equity shares of INR. 10 each with voting rights As at April 1, 2018 62,50,000 625.00 Movement during the year - - As at March 31, 2019 62,50,000 625.00 Movement during the year - - As at March 31, 2020 62,50,000 625.00 (ii) Redeemable cumulative preference shares of INR 100 each As at April 1, 2018 1,25,000 125.00 Movement during the year - - As at March 31, 2019 1,25,000 125.00 Movement during the year - - As at March 31, 2020 1,25,000 125.00 Issued, subscribed and fully paid up : (i) Equity shares of INR 10 each with voting rights As at April 1, 2018 38,25,000 382.50 Movement during the year - - As at March 31, 2019 38,25,000 382.50 Movement during the year - - As at March 31, 2020 38,25,000 382.50 (i) Reconciliation of the number of shares outstanding at the beginning and at the end of the year: Equity shares with voting rights As at March 31, 2018 38,25,000 382.50 Movement during the year - - As at March 31,2019 38,25,000 382.50 Movement during the year - - As at March 31, 2020 38,25,000 382.50

(ii) Terms and rights attached to equity shares The Company has only one class of equity shares having a par value of INR 10 per share. Each shareholder is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholder in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation of the company, the holders of the equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders. 64 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

16 Equity share capital - (Contd.) (iii) Details of shares of the company held by holding company and their subsidiaries: As at March 31, 2020 As at March 31, 2019 Number of % of holding Number of % of holding Amount in that class Shares Amount in that class Shares of shares of shares Amalgamations Private Limited, the holding company 9,69,000 96.90 25.33% 9,69,000 96.90 25.33% India Pistons Limited, step down subsidiary of Amalgamations Private Limited 6,250 0.63 0.16% 6,250 0.63 0.16% Simpson & Company Limited, a subsidiary of Amalgamations Private Limited 18,74,136 187.41 49.00% 18,74,136 187.41 49.00% Associated Printers (Madras) Private Limited, a subsidiary of Amalgamations Private Limited 2,040 0.20 0.05% 2,040 0.20 0.05% Sri Rama Vilas Service Limited, a step down subsidiary of Amalgamations Private Limited 12,500 1.25 0.33% 12,500 1.25 0.33 28,63,926 286.39 74.87% 28,63,926 286.39 74.87% (iv) Details of shareholders holding more than 5% shares in the company Amalgamations Private Limited 9,69,000 25.33% 9,69,000 25.33% Simpson & Company Limited 18,74,136 49.00% 18,74,136 49.00% 28,43,136 74.33% 28,43,136 74.33% As at As at 17 Other Equity March 31, 2020 March 31, 2019 General reserve 14,553.81 14,003.81 Retained earnings 695.02 1,541.60 Other reserves 1,706.18 2,209.36 Total reserves and surplus 16,955.01 17,754.77 a) General reserve This represents appropriation of profit by the Company Opening balance 14,003.81 13,703.81 Add: Transferred from Retained earnings 550.00 300.00 Closing balance 14,553.81 14,003.81 b) Retained earnings Retained earnings comprise of the Company’s prior years undistributed earnings after taxes. Opening balance 1,541.60 1,225.22 Profit for the year 164.54 1,031.39 Less: Appropriations (i) Transferred to General Reserve (550.00) (300.00) (ii) Dividend on equity shares (382.50) (344.25) (iii) Dividend distribution tax on above (78.62) (70.76) Closing balance 695.02 1,541.60 c) Other reserves Other items of other comprehensive income consist of fair value changes on FVTOCI financial assets and financial liabilities and remeasurement of net defined benefit liability/asset. Opening balance 2,209.36 2,139.28 Add: Movement in OCI (Net) during the year (503.18) 70.08 Closing balance 1,706.18 2,209.36 Nature and purpose of other reserves FVOCI equity investments The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

65 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

18 Deferred tax liabilities (Net) As at As at March 31, 2019 The balance comprises temporary differences attributable to: March 31, 2020 Deferred tax liabilities Property, plant and equipment 472.54 457.10 Other timing differences 31.92 34.94 Total deferred tax liabilities 504.46 492.04 Set-off of deferred tax assets pursuant to Provision for compensated absences 53.38 44.94 MAT credit entitlement 6.00 - Carry forward unabsorbed depreciation loss 25.52 - Other timing differences 131.59 95.40 Net deferred tax liabilities 287.97 351.70 Provision for Other MAT Movement in deferred tax liabilities Depreciation compensated timing Total credit absences differences At April 1, 2018 407.59 (37.96) (54.44) (28.28) 286.91

Charged/(credited):

- to statement of proﬁt and loss 49.51 (6.98) 54.44 10.43 107.40

- to other comprehensive income - - - (42.61) (42.61)

At March 31, 2019 457.10 (44.94) - (60.46) 351.70

Charged/(credited):

- to statement of proﬁt and loss 15.44 (8.44) (6.00) (32.20) (31.20)

- to other comprehensive income - - - (32.53) (32.53)

At March 31, 2020 472.54 (53.38) (6.00) (125.19) 287.97

19 Borrowings As at March 31, As at March 31, 2020 2019 Loans repayable on demand From Banks * 314.63 - Total Borrowings 314.63 - * Pertains to cash credit facility availed by the company against hypothecation of stock and debtors (Interest rate @ 8.6%) 20 Trade payables Trade payables (a) Total outstanding dues of micro enterprises and small enterprises 168.54 287.77 (b) Total outstanding dues of creditors other than micro enterprises and small enterprises 2,075.38 2,155.91 Total trade payables 2,243.92 2443.68 Note: The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act). The disclosure pursuant to said MSMED Act are as follows: a) the principal amount and the interest due thereon remaining unpaid to any supplier at the end of the accounting year; 168.54 287.77 b) the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006), along with the amount of the payment made to the supplier beyond the appointed day during the accounting year; - * 235.77

66 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

20 Trade payables - (Contd.) As at As at March 31, 2020 March 31, 2019

c) the amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest speciﬁed under the Micro, Small and Medium Enterprises Development Act, 2006; -* - d) the amount of interest accrued and remaining unpaid at the end of the accounting year - - e) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006. - - (* Interest payable at the year end INR 0.61)

21 Other financial liabilities a. Other financial liabilities measured at amortised cost Unpaid Dividend [Refer note (a)] 18.79 19.53 Creditors for capital supplies / services 169.16 78.69 b. Other financial liabilities measured at fair value Foreign currency forward contracts 17.77 - Total other financial liabilities 205.72 98.22 Note (a): There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of Companies Act, 2013 as at the year end.

22 Current liabilities Statutory dues -taxes payable(other than income tax) 34.11 70.21 Advance received from customers 20.64 129.11 Total current liabilities 54.75 199.32 23 Provisions As at March 31, 2020 As at March 31, 2019 Current Non- Current Current Non- Current

Provision for Income tax* 160.07 - 143.40 - Provisions for employee benefits: Provision for compensated absences 33.38 149.94 31.12 123.83 Gratuity - 10.59 - - Total provisions 193.45 160.53 174.52 123.83 * Net of advances - for income tax 1,142.28 - 1,000.95 - Employee benefits plan : (i) Defined contribution plan As at March 31, As at March 31, 2020 2019 The company makes Provident Fund, Superannuation fund and Employee State Insurance scheme contributions which are defined contribution plans, for qualifying employees. Under the schemes, the company is required to contribute a specified percentage of the payroll costs to fund the benefits. - Contribution to Provident fund 115.25 107.15 - Contribution to Superannuation fund 20.00 18.08 - Employee State Insurance scheme 4.42 8.57 The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

67 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

23 Provisions - (Contd.) As at As at March 31, 2020 March 31, 2019

(ii) Deﬁned beneﬁt plans

A. Change in present value of the obligation during the year ended 1. Opening present value of the obligation 723.59 532.81 2. Current service cost 41.23 52.03 3. Past service cost - - 4. Interest Cost 52.19 39.41 5. Benefits paid (61.12) (31.35) 6. Experience (gains)/losses (17.15) 52.21 7. (Gain)/loss from change in demographic assumptions 0.73 (5.64) 8. (Gain)/loss from change in financial assumptions 61.78 84.13 9. Closing present value of obligation 801.26 723.59 B. Change in assets during the year 1. Opening fair value of plan assets (714.84) (692.57) 2. Expected return on plan assets (54.55) (66.84) 3. (Gain)/loss from change in financial assumptions (2.15) (2.04) 4. Contribution made (80.25) - 5. Benefits paid 61.12 31.35 6. Actuarial gain/(loss) on plan assets - - 7. Closing fair value of plan assets (790.67) (730.10) C. Net (asset)/liability recognised in the Balance Sheet 1. Present value of the obligation 801.26 723.59 2 Fair Value of plan assets (790.67) (730.10) 3. Closing net (asset)/liability recognised in the Balance Sheet 10.59 (6.50) D. Expenses recognised during the year 1. Current service cost 41.23 52.03 2. Past service cost - - 3. (Gains) and losses on curtailment and settlement - - 4. Interest expense/(income) (2.36) (12.17) 5. Remeasurements 43.21 128.66 6. Total expenses to be recognised in statement of profit and loss 38.87 39.86 7. Total expenses to be recognised in Other Comprehensive Income 43.22 128.66 (iii) Post-employment benefits Significant estimates: actuarial assumptions and sensitivity Discount rate 6.57% 7.53% Salary growth rate 5.98% 5.71% Attrition rate 4.16% 3.76% (iv) Major category of plan assets as a % of total plan assets Insurer managed assets - Balance with Life Insurance Corporation (LIC) of India 100.00% 100.00%

* The details with respect to the composition of investments in the fair value of plan assets managed by LIC have not been disclosed in the absence of the above said information. The expected rate of return on assets is determined based on the assessment made at the beginning of the year on the return expected on its existing portfolio, along with the estimated increment to the plan assets and expected yield on the respective assets in the portfolio during the year.

68 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

Note 23 - (Contd.) These plans typically expose the group to risks such as interest rate risk, longevity risk and salary risk. Interest Rate Risk: A decrease in the bond interest rate will increase the plan liability. Longevity Risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability. Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability. Significant actuarial assumptions for the determination of the defined obligation are discount rate, and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. (v) Sensitivity analysis March 31, 2020 March 31, 2019 A. Discount rate +50 BP 7.07% 8.03% Defined benefit obligation [PVO] 775.70 700.60 B. Discount rate -50 BP 6.07% 7.03% Defined benefit obligation [PVO] 828.45 748.04 C. Salary escalation rate +50 BP 6.48% 6.21% Defined benefit obligation [PVO] 828.35 748.16 D. Salary escalation rate -50 BP 5.48% 5.21% Defined benefit obligation [PVO] 775.57 700.29 The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years. (vi) Expected cash flows Expected employer contribution/additional provision for future year's are as follows: Year 1 Year 2 Year 3 Year 4 Year 5 March 31, 2020 128.90 67.66 63.38 60.76 76.40 March 31, 2019 122.85 36.57 71.42 73.14 61.78 For the year ended For the year ended 24 Revenue from operations March 31 ,2020 March 31 ,2019 (a) Revenue from sale of products 14,414.92 19,890.17 (b) Other operating revenue Duty drawback and export benefit 68.30 44.10 Scrap sales 429.68 706.42 Total revenue from operations 14,912.90 20,640.69 Disaggregate revenue information The Company believes that this dissggregation best depicts how the nature, amount,timing and uncertainty of revenues and cash flows are affected. Accordingly, the disaggregation by type of goods & geography is provided in the table given below: Revenue by type of goods Bearings, Bushings and allied products 14,414.92 19,890.17 Others 497.98 750.52 Total revenue from operations 14,912.90 20,640.69 Revenue by geography India 11,634.09 16,571.67 Rest of the world 3,278.81 4,069.02 Total revenue from operations 14,912.90 20,640.69 Applying the practical expedient as given in Ind AS 115, the Company has not disclosed remaining performance obligation related disclosure for contracts that have original expected duration of one year or less.

69 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

25. Other income For the year ended For the year ended March 31 ,2020 March 31 ,2019 Dividend income from equity investment designated at fair value through other comprehensive income (Refer note) - 21.87 Dividend income from investment carried at cost - 2.48 Dividend income from investment mandatorily measured at fair value through profit or loss 115.40 9.93 Compensation from Insurance company for items of property, plant and equipment that were damaged 57.04 70.11 Interest income on financial assets at amortised cost 128.27 63.57 Interest on income tax refund 141.92 - Liabilities no longer required written back 130.46 6.29 Net gain/(loss) on financial assets carried at fair value through profit or loss (77.48) 57.27 Forex gain (net) 121.19 144.45 Net gain on sale of Financial assets 28.59 18.99 Other non-operating income 66.81 2.24 Profit on sale of property, plant and equipment sold (net) 2.79 1.99 Total other income 714.99 399.19 Note: All dividends from equity investments designated at FVTOCI relate to investments held at the end of the reporting period. There was no derecognition of such investments during the reporting period. 26 Cost of materials consumed Raw materials at the beginning of the year 1,716.73 1,388.28 Add: Purchases 7,240.02 10,433.14 Less: Raw materials at the end of the year 1,584.99 1,716.73 Total cost of materials consumed 7,371.76 10,104.69

27 Changes in inventories of ﬁnished goods, work-in-progress and stock-in-trade Inventories at the beginning of the year Finished goods 835.29 764.27 Stock-in-trade 153.16 53.14 Work-in-progress 1,631.31 1,766.12 Total opening balance 2,619.76 2,583.53 Inventories at the end of the year Finished goods 866.21 835.29 Stock-in-trade 54.70 153.16 Work-in-progress 1,335.45 1,631.31 Total closing balance 2,256.36 2,619.76 Total changes in inventories of ﬁnished goods, work-in-progress and stock-in-trade 363.40 (36.23)

28 Employee benefits expense Salaries and wages, including bonus 2,303.54 2,179.84 Contribution to provident and other funds 174.12 165.09 Staff welfare expenses 297.94 307.53 2,775.60 2,652.46 Less: Expense related to self constructed assets 104.75 50.16 Total employee benefits expense 2,670.85 2,602.30

70 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

29. Finance Costs For the year ended For the year ended March 31 ,2020 March 31 ,2019 Interest expense - others 3.31 3.16 Interest expense on lease liabilities 5.01 - Total ﬁnance costs 8.32 3.16 30 Depreciation and amortisation expenses Depreciation of property, plant and equipment 511.58 465.68 Amortisation of intangible assets 11.73 39.99 Depreciation on right to use 43.68 - Total depreciation and amortisation expenses 566.99 505.67 31 Other expenses Consumption of stores and spare parts 716.10 1,164.61 Consumption of loose tools 111.62 206.78 Consumption of packing materials 358.19 517.53 Sub contracting charges 367.70 696.16 Power and Fuel 900.27 1,058.24 Rent 52.97 38.79 Repairs and maintenance - Buildings 83.03 61.92 - Machinery 206.59 192.25 - Others 78.89 86.70 Contract labour cost 245.62 258.28 Insurance 50.65 52.23 Rates and taxes 43.89 80.48 Travelling expenses 211.46 280.16 Communication costs 38.25 44.57 Packing and forwarding expenses 351.64 513.04 . Payment to auditor - Refer note (i) 27.50 22.50 Directors' sitting fees 5.30 4.60 Sales promotional expenses 45.07 48.13 Bank charges and commission 13.11 24.34 Professional and consultancy charges 204.81 204.60 Expenditure on Corporate Social Responsibility (CSR)- Refer note (ii) 24.82 30.00 Donations - 0.30 Watch and ward expenses 130.89 121.59 Miscellaneous expenses 112.93 164.47 Total other expenses 4,381.30 5,872.27 Note (i) Payment to auditor Particulars Statutory audit fee 15.50 10.50 Limited review fee 12.00 12.00 Total 27.50 22.50 Note (ii) on CSR expenditure Amount required to be spent as per Section 135 of the Act 24.37 18.75 Amount spent during the year on: (i) Construction/ acquisition of an asset - - (ii) On purpose other than (i) above - Sri Paramakalyani Educational Society 20.00 10.00 - Ganga Spine Injury Foundation 2.00 - - Chief Minister's Public Relief Fund -Tamilnadu - 10.00 - Chief Minister's Distress Relief Fund - Kerala - 10.00 - Nilgiri Biosphere Nature Park 1.00 - - Sanjana Enterprises 0.85 - - GMK Industries 0.97 - Total CSR expenditure 24.82 30.00

71 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

32. Income Tax expense For the year ended For the year ended March 31 ,2020 March 31 ,2019 (a) Income tax expense Current tax Current tax on profits for the year 6.30 396.10 Total current tax expense 6.30 396.10 Deferred tax Increase in deferred tax liabilities (37.20) 52.97 MAT Credit (entitlement) / Utilised 6.00 54.44 Total deferred tax expense (31.20) 107.41 Income tax expense (24.90) 503.51 (b) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate: Profit before tax 139.64 1,534.90 Tax at the Indian tax rate of 29.12% ( FY2018-19 - 34.608% ) 40.66 446.96 Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Weighted deduction on research and development expenditure (11.55) (14.64) Dividend income from mutual funds and equity instruments exempted under the income tax act (33.60) (9.90) Corporate social responsibility expenditure (net of 80G benefit) 3.64 4.44 Interest on MSME payments 0.18 0.28 Profit on sale/ fair valuation of investment, as the same is set off against carry forward of losses on which no deferred tax had been recognised (7.86) (0.24) Disallowance under section 14A relating to expenditure on exempt income 7.31 7.22 On account of enacted tax rates (13.54) 14.39 MAT credit 6.00 54.44 Others (16.14) 0.56 Income tax expense (24.90) 503.51 (c) Unused tax losses for which no deferred tax asset has been recognised March 31, 2020 March 31, 2019 Date of expiry of carry forward loss March 31, 2020 73.75 76.77 March 31, 2021 33.99 33.99 March 31, 2022 16.99 16.99 March 31, 2023 17.89 17.89 March 31, 2024 40.23 40.23 March 31, 2025 20.73 20.73 Total of unused tax capital loss 203.58 206.60 Potential tax benefit @ 20% 40.72 41.32 33 Fair value measurements Financial instruments by category As at March 31, 2020 As at March 31, 2019 Financial assets FVTPL FVOCI Amortised cost FVTPL FVOCI Amortised cost Investments - Equity instruments - 1,840.24 494.76 - 2,330.51 494.76 - Mutual funds 1,439.95 - - 1,548.91 - - - Preference, bonds and debentures - - 347.12 0.20 - 347.12 Trade receivables - - 4,113.67 - - 5,082.19 Loans - - 4.17 - - 7.09 Cash and cash equivalents - - 102.66 - - 284.84 Bank balances other than above - - 78.79 - - 57.64 Intercorporate deposit - - 629.00 - - 629.00 Security deposits - - 276.01 - - 187.47 Other claims and receivables - - 153.31 - - 19.90 Derivative financial asset - - - 21.08 - - Total financial assets 1,439.95 1,840.24 6,199.49 1,570.19 2,330.51 7,110.01

72 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

33. Fair value measurements - (Contd.) As at March 31, 2020 As at March 31, 2019 FVTPL FVOCI Amortised cost FVTPL FVOCI Amortised cost Financial liabilities Trade payables - - 2,243.92 - - 2,443.68 Capital creditors - - 169.16 - - 78.69 Unpaid dividends - - 18.79 - - 19.53 Lease Liability - - 43.37 - - - Borrowings - - 314.63 - - - Derivative financial liability 17.77 - - - - - Total financial liabilities 17.77 - 2,789.87 - - 2,541.90 (i) Fair value hierarchy This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Financial assets and liabilities measured at fair value - recurring fair value measurements

At March 31, 2019 Notes Level 1 Level 2 Level 3 Total

Financial assets Financial Investments at Cost Unquoted equity investments and preference shares 5 - - 794.76 794.76 Bonds 5 - - 47.12 47.12 Financial Investments at FVTPL Mutual funds 5, 10 1,548.91 - - 1,548.91 Debentures 5 0.20 - - 0.20 Financial Investments at FVOCI Listed equity investments 5 2,125.40 - - 2,125.40 Unquoted equity investments 5 - 205.11 - 205.11 Others Derivative financial asset 6 21.08 - - 21.08 Total financial assets 3,695.59 205.11 841.88 4,742.58 Financial liabilities 19,20 - - - - Total financial liabilities - - - - -

73 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

33. Fair value measurements - (Contd.)

At March 31, 2020 Notes Level 1 Level 2 Level 3 Total Financial assets Financial Investments at Cost Unquoted equity investments and preference shares 5 - - 794.76 794.76 Bonds 5 - - 47.12 47.12 Financial Investments at FVTPL Mutual funds 5, 10 1,439.95 - - 1,439.95 Debentures 5 - - - - Financial Investments at FVOCI Listed equity investments 5 1,635.14 - - 1,635.14 Unquoted equity investments 5 - 205.10 - 205.10 Others Derivative financial asset 6 - - - - Total financial assets 3,075.09 205.10 841.88 4,122.07 Financial Liabilities 19,20 17.77 - - 17.77 Total financial liabilities 17.77 - - 17.77 Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity- specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the signiﬁcant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities included in level 3.

There are no transfers between levels 1 and 2 during the year.

The company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation technique used to determine fair value Speciﬁc valuation techniques used to value ﬁnancial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments.

- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.

- the fair value of certain ﬁnancial instruments have been determined based on the buy back oﬀer made by the originator of the instrument.

- the fair value of the remaining ﬁnancial instruments is determined using discounted cash ﬂow analysis.

All of the resulting fair value estimates are included in level 2 except for unlisted equity securities where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.

74 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020

33. Fair value measurements - (Contd.)

(iii) Valuation processes The company performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values The main level 3 inputs for unlisted equity securities used by the Company are derived and evaluated as follows: - Discount rates are determined using a capital asset pricing model to calculate a post tax rate that reflects current market assessments of the time value of money and the risk specific to the asset. - Risk adjustments specific to the counterparties. - Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies. Changes in level 2 and 3 fair values are analysed at the end of each reporting period during the quarterly valuation discussion. As part of this discussion the team presents a report that explains the reason for the fair value movements. The carrying amounts of trade receivables, trade payables, cash and cash equivalents and other current financial assets and liabilities are considered to be the same as their fair values, due to their short-term nature. The fair values for bonds and debentures, intercorporate deposits, security deposits and other deposits were calculated based on cash flows discounted using the current interest rate as at the respective reporting date for a similar instrument. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

34 Financial risk management The Company’s activities expose it to market risk, liquidity risk and credit risk.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact of hedge accounting in the ﬁnancial statements.

Risk Exposure arising from Measurement Management

Credit risk Cash and cash equivalents, trade receivables, Aging analysis Credit Diversiﬁcation of bank ﬁnancial assets measured at amortised cost. ratings deposits, credit limits and letters of credit

Liquidity risk Liabilities Rolling cash flow Availability of liquid forecasts investments, committed credit lines and borrowing facilities Market risk - Recognised financial assets and liabilities not Cash flow forecasting Forward Foreign Exchange foreign denominated in Indian rupee (INR) Sensitivity analysis Contracts exchange

(A) Credit risk Credit risk arises from cash and cash equivalents, investments carried at amortised cost and deposits with banks and ﬁnancial institutions, as well as credit exposures to customers including outstanding receivables.

(i) Credit risk management Credit risk is managed on a Company basis. For banks and ﬁnancial institutions, only high rated banks/institutions are accepted.

75 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020

34. Financial Risk management - (Contd.)

For other financial assets, the Company assesses and manages credit risk based on internal credit rating system. The finance function consists of a separate team who assess and maintain an internal credit rating system. Internal credit rating is performed on a group basis for each class of financial instruments with different characteristics. The company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

C1 : High-quality assets, negligible credit risk

C2 : Doubtful assets, credit-impaired

The Company considers the probability of default upon initial recognition of asset and whether there has been a signiﬁcant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a signiﬁcant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information. Especially the following indicators are included -

- Internal credit rating .

- External credit rating (as far as available) .

- Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the borrower’s ability to meet its obligations .

- Actual or expected signiﬁcant changes in the operating results of the borrower .

- Signiﬁcant increase in credit risk on other ﬁnancial instruments of the same borrower .

- Signiﬁcant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements .

- Signiﬁcant changes in the expected performance and behaviour of the borrower, including changes in the payment status of borrowers in the company and changes in the operating results of the borrower.

Macroeconomic information (such as regulatory changes, market interest rate or growth rates) is incorporated as part of the internal rating model.

(ii) Provision for expected credit losses

The company provides for expected credit loss based on the following:

Internal Basis for recognition of expected credit loss provision credit Category Description of category rating Loans and Investments Deposits Trade receivables

Assets where the counter-party Life-time High quality assets, has strong capacity to meet the 12-month 12-month expected credit C1 negligible credit risk obligations and where the risk of expected expected losses default is negligible or nil. credit losses credit losses (simpliﬁed approach)

C2 Doubtful assets, Assets are written off when there is credit impaired no reasonable expectation of Asset is written off recovery, such as a debtor declaring bankruptcy or failing to engage in a repayment plan with the company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.

76 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

34. Financial Risk management - (Contd.) For the Year ended March 31, 2019 to March 31, 2020: (a) Expected credit loss for loans, security deposits and investments The estimated gross carrying amount at default is Nil (March 31, 2019: Nil) for investments and loans and deposits. Consequently there are no expected credit loss recognised for these financial assets. (b) Expected credit loss for trade receivables under simplified approach Customer credit risk is managed by the Company based on the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an internal credit rating system. Outstanding customer receivables are regularly monitored and assessed for its recoverability. An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 11. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers have sufficient capacity to meet the obligations and the risk of default is negligible. (iii) Reconciliation of loss allowance provision – Trade receivables Loss allowance on April 1, 2018 - Changes in loss allowance - Loss allowance on March 31, 2019 - Changes in loss allowance - Loss allowance on March 31, 2020 - (B) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying business, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. (i) Financing arrangements The company had access to the following undrawn borrowing facilities at the end of the reporting period: March 31, 2020 March 31, 2019 Floating rate - Expiring beyond one year (bank overdraft) 550.00 550.00 Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time in INR. (ii) Maturities of financial liabilities The tables below analyses the company’s financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. Contractual maturities of financial liabilities: Less than 3 months to 6 months to Between 1 Between 2 3 months 6 months 1 year and 2 years and 5 years Total March 31, 2020 Non-derivatives Trade payables 2,243.92 - - - - 2,243.92 Other financial liabilities 205.72 - - 31.52 - 237.24 Lease liabilities 11.85 - - - - 11.85 Borrowings 314.63 - - - - 314.63 Total non-derivative liabilities 2,776.12 - - 31.52 - 2,807.64 March 31, 2019 Non-derivatives Trade payables 2,443.68 - - - - 2,443.68 Other financial liabilities 98.22 - - - - 98.22 Borrowings ------Total non-derivative liabilities 2,541.90 - - - - 2,541.90

77 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

34. Financial Risk management - (Contd.) (C) Market risk (i) Foreign currency risk The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EUR, GBP and JPY. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company’s functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash ﬂows. The Company's exposure to foreign currency risk at the end of the reporting period expressed in INR lakhs, are as follows: Financial Assets Financial Liabilities Foreign Net exposure Net Balance in exchange forward to foreign Foreign exposure to Trade Trade EEFC contract currency exchange foreign receivables Payables Account (Sell foreign risk forward currency risk currency) (assets) contract (liabilities) INR Lakhs INR Lakhs INR Lakhs INR Lakhs INR Lakhs INR Lakhs INR Lakhs USD 483.82 5.16 (475.82) 13.16 - - - (Previous year) 1,142.76 0.72 (551.24) 592.24 - - - EUR 655.18 0.27 - 655.45 28.81 - 28.81 (Previous year) 34.14 0.09 - 34.23 83.94 - 83.94 GBP ------(Previous year) 5.76 - - 5.76 - - - JPY - - - - 270.37 - 270.37 (Previous year) - - 110.77 110.77 329.30 - 329.30

In Foreign In Foreign In Foreign In Foreign In Foreign In Foreign In Foreign currency currency currency currency currency currency currency Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs

USD 6.48 0.07 (6.30) 0.25 - - - (Previous year) 16.76 0.01 (8.00) 8.77 - - - EUR 7.98 - - 7.98 0.34 - 0.34 (Previous year) 0.45 - - 0.45 1.07 - 1.07 GBP ------(Previous year) 0.07 - - 0.07 - - - JPY - - - - 379.99 - 379.99 (Previous year) - - 177.07 177.07 519.89 - 519.89

*Holding all other variables constant

78 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

34. Financial Risk management - (Contd.) (ii) Price risk The Company’s exposure to equity securities and mutual fund price risk arises from investments held by the Company and classified in the balance sheet either as fair value through OCI or at fair value through profit or loss .To manage its price risk arising from investments in equity securities and mutual fund, the group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the company. The majority of the Company’s equity investments are publicly traded and are included in the NSE Nifty 50 index.

Sensitivity The table below summarises the impact of increases/decreases of the index on the Company’s equity and proﬁt for the period. The analysis is based on the assumption that the equity index had increased by 5% or decreased by 5% with all other variables held constant, and that all the Company’s equity instruments moved in line with the index. Impact on proﬁt after tax Impact on other components of equity March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019

NSE Nifty 50 – increase 5% 72.00 77.45 81.76 106.27

NSE Nifty 50 – decrease 5% (72.00) (77.45) (81.76) (106.27)

Profit for the period would increase/decrease as a result of gains/losses on mutual fund classified as at fair value through profit or loss. Other components of equity would increase/decrease as a result of gains/losses on equity securities classified as fair value though other comprehensive income.

35. Capital management

(a) Dividends March 31, 2020 March 31, 2019

(i) Equity shares

Final dividend for the year ended March 31, 2020 of INR 7/- 267.75 382.50 (March 31, 2019 of INR 10) per fully paid share

(ii) Dividends not recognised at the end of the reporting period (Refer Note 39)

79 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020

36. Related party transactions

(a) Name of the related parties and nature of relationship:

(i) Where control exist:

Holding company Amalgamations Private Limited

(ii) Other related parties with whom transactions have taken place during the year

Joint venture BBL Daido Private Limited

Associates IPL Green Power Limited

Fellow subsidiaries Simpson & Company Limited Addison & Company Limited Amalgamations Repco Limited Associated Printers (Madras) Private Limited George Oakes Limited India Pistons Limited IP Rings Limited IP Pins & Liners Limited L M Van Moppes Diamond Tools India Private Limited Shardlow India Limited Simpson and General Finance Company Limited Speed-A-Way Private Limited Sri Rama Vilas Service Limited Stanes Amalgamated Estates Limited T.Stanes & Company Limited Tractors and Farm Equipment Limited TAFE Motors & Tractors Limited The Madras Advertising Company Private Limited Wheel and Precision Forgings India Limited The United Nilgiri Tea Estates Company Limited Addisons Paints & Chemicals Limited Higginbothams Private Limited

Associates / Enterprises owned or S.Ramasubramaniam & Associates signiﬁcantly inﬂuenced by Subbaraya Aiyar, Padmanabhan & Ramamani, Associates Key management personnel or their relatives

Key management personnel Mr. A. Krishnamoorthy, Managing Director Mr. S. Narayanan, Whole-time Director Mr. N.Venkataramani, Director Mr. N.P.Mani, Director Mr. R.Vijayaraghavan, Independent Director Mr. Krishna Srinivasan, Independent Director Dr. Sandhya Shekhar, Independent Director Mr. P.M.Venkatasubramanian, Independent Director Mr. N.Venkataraman, Chief Financial Oﬃcer Mr. K.Vidhya Shankar, Company Secretary

80 BIMETAL BEARINGS LIMITED Notes to the standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) (b) Particulars of transactions with related parties.

Associates / Enterprises Key Management owned or signiﬁcantly inﬂuenced by Holding Company Joint Venture Fellow Subsidiaries Personnel Key Management Personnel Total Description or their relatives 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 Transaction during the year Sale of Goods - - 686.50 916.37 962.72 1,087.54 - - - - 1,649.22 2,003.91 Simpson & Company Limited - - - - 460.10 518.12 - - - - 460.10 518.12 George Oakes Limited - - - - 231.42 245.72 - - - - 231.42 245.72 Speed-A-Way Private Limited - - - - 258.12 312.45 - - - - 258.12 312.45 T.Stanes & Company Limited - - - - 5.13 - - - - - 5.13 - BBL Daido Private Limited - - 686.50 916.37 ------686.50 916.37 TAFE Motors and Tractors Limited - - - - 6.35 11.25 - - - - 6.35 11.25 India Pistons Limited - - - - 1.60 - - - - - 1.60 -

Claims reimbursement against credit note (sales) - - - - - 0.33 - - - - - 0.33 Simpson & Company Limited ------George Oakes Limited ------

81 Speed-A-Way Private Limited - - - - - 0.33 - - - - - 0.33 BBL Daido Private Limited ------

Rendering of services - - - 0.14 ------0.14 BBL Daido Private Limited - - - 0.14 ------0.14

Dividend Received - - 72.00 - 6.27 2.48 - - - - 78.27 2.48 Amalgamations Repco Limited - - - - 6.04 2.42 - - - - 6.04 2.42 BBL Daido Private Limited - - 72.00 ------72.00 - Stanes Amalgamated Estates Limited - - - - 0.06 0.06 0.06 0.06 Others - - - - 0.17 - - - - - 0.17 -

Purchase of Goods - - 138.92 330.22 25.80 35.82 - - - - 164.71 366.04 Addison & Company Limited - - - - 8.87 9.65 - - - - 8.87 9.65 Addison Paints and Chemicals Ltd. - - - - 1.17 0.91 - - - - 1.17 0.91 Associated Printers (Madras) Private Limited - - - - 10.12 9.57 - - - - 10.12 9.57 L M Van Moppes Diamond Tools India Private Limited - - - - 0.55 2.19 - - - - 0.55 2.19 IP Rings Limited - - - - 4.03 5.34 - - - - 4.03 5.34 BBL Daido Private Limited - - 138.92 330.22 ------138.92 330.22 Others - - - - 1.06 8.17 - - - - 1.06 8.17 BIMETAL BEARINGS LIMITED Notes to the standalone financial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Associates / Enterprises Key Management owned or significantly influenced by Holding Company Joint Venture Fellow Subsidiaries Personnel Key Management Personnel Total Description or their relatives 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19

Receiving of services (including reimbursement of expenses incurred by the related party on behalf of the company 68.69 59.58 6.62 7.20 105.70 120.21 - - - - 181.01 187.00

Amalgamations Private Limited 68.69 59.58 ------68.69 59.58

Sri Rama Vilas Service Limited - - - - 30.44 47.27 - - - - 30.44 47.27

Simpson & Company Limited - - - - 35.14 36.14 - - - - 35.14 36.14

Simpson & General Finance Company Limited - - - - 13.99 21.06 - - - - 13.99 21.06

BBL Daido Private Limited - - 6.62 7.20 ------6.62 7.20

The Madras Advertising Company Private Limited - - - - 9.07 3.94 - - - - 9.07 3.94

India Pistons Limited - - - - 0.08 0.10 - - - - 0.08 0.10

Shardlow India Limited - - - - 8.04 8.91 - - - - 8.04 8.91 82 Others - - - - 8.93 2.79 - - - - 8.93 2.79

Discounts and Rebates - - - - 21.85 15.68 - - - - 21.85 15.68

George Oakes Limited - - - - 7.46 4.50 - - - - 7.46 4.50

Speed-A-Way Private Limited - - - - 14.39 11.18 - - - - 14.39 11.18

Rent - - - - 45.26 30.45 - - - - 45.26 30.45

Simpson & Company Limited - - - - 24.84 10.58 - - - - 24.84 10.58

George Oakes Limited - - - - 7.19 6.64 - - - - 7.19 6.64

Wheel & Precision Forgings India Limited - - - - 10.80 10.80 - - - - 10.80 10.80

Amalgamations Repco Limited - - - - 2.43 2.43 - - - - 2.43 2.43

Dividend Paid 96.90 87.21 - - 189.50 170.57 0.02 0.02 - - 286.42 257.80

Amalgamations Private Limited 96.90 87.21 ------96.90 87.21

Simpson & Company Limited - - - - 187.41 100.03 - - - - 187.41 100.03

India Pistons Limited - - - - 0.63 68.85 - - - - 0.63 68.85

Others - - - - 1.45 1.69 0.02 0.02 - - 1.47 1.70 BIMETAL BEARINGS LIMITED Notes to the standalone financial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Associates / Enterprises Key Management owned or significantly influenced by Holding Company Joint Venture Fellow Subsidiaries Personnel Key Management Personnel Total Description or their relatives 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 Key management personnel compensation ------190.91 186.83 - - 190.91 186.84 Mr. A. Krishnamoorthy Short-term employee benefits ------57.74 56.88 - - 57.74 56.88 Other long-term employee benefits ------6.30 6.30 - - 6.30 6.30 Mr. S. Narayanan Short-term employee benefits ------75.84 69.74 - - 75.84 69.74 Other long-term employee benefits ------4.50 3.87 - - 4.50 3.87 Mr.N.Venkataraman Short-term employee benefits ------30.02 31.32 - - 30.02 31.32 Other long-term employee benefits ------Mr.K.Vidhya Shankar

83 Short-term employee benefits ------15.16 17.38 - - 15.16 17.38 Other long-term employee benefits ------1.35 1.35 - - 1.35 1.35 Sitting fees & others ------8.66 20.62 - - 8.66 20.62 Mr.N.Venkataramani, Director ------1.66 3.77 - - 1.66 3.77 Mr.N.P.Mani, Director ------1.16 2.77 - - 1.16 2.77 Mr.R.Vijayaraghavan, Independent Director ------1.36 3.57 - - 1.36 3.57 Mr.Krishna Srinivasan, Independent Director ------1.86 3.67 - - 1.86 3.67 Dr.Sandhya Shekhar, Independent Director ------1.06 3.07 - - 1.06 3.07 Mr.P.M.Venkatasubramanian, Independent Director ------1.56 3.77 - - 1.56 3.77 Legal Fees ------6.03 0.60 6.03 0.60 Subbaraya Aiyar Padmanabhan and Ramamani Associates ------3.00 0.60 3.00 0.60 S.Ramasubramaniam & Associates ------3.03 - 3.03 - BIMETAL BEARINGS LIMITED Notes to the standalone financial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Associates / Enterprises Key Management Holding Company Joint Venture Fellow Subsidiaries Associate owned or significantly influenced by Total Personnel Key Management Personnel Description or their relatives 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19

Balance at Year end Investments - - 794.76 794.76 198.39 219.56 75.00 75.00 - - - - 1,068.15 1,089.32 Amalgamations Repco Limited - - - - 156.98 156.98 ------156.98 156.98 BBL Daido Private Limited - - 794.76 794.76 ------794.76 794.76 The United Nilgiri Tea Estates Limited - - - - 33.30 54.48 ------33.30 54.48 Stanes Amalgamated Estates Limited - - - - 8.10 8.10 ------8.10 8.10 IPL Green Power Limited ------75.00 75.00 - - - - 75.00 75.00 Trade receivables - - 217.49 264.69 323.04 199.23 ------540.53 463.92 Simpson & Company Limited - - - - 122.72 80.13 ------122.72 80.13 George Oakes Limited - - - - 121.81 30.53 ------121.81 30.53 Speed-A-Way Private Limited - - - - 71.78 87.04 ------71.78 87.04 84 BBL Daido Private Limited - - 217.49 264.69 ------217.49 264.69 TAFE Motors and Tractors Limited - - - - 4.35 1.08 ------4.35 1.08 India Pistons Limited - - - - 2.16 ------2.16 - Others - - - - 0.22 0.45 ------0.22 0.45

Amounts Payable 20.95 12.62 23.43 245.58 46.73 39.89 - - 27.03 27.55 - - 118.14 325.64 Amalgamations Private Limited 20.95 12.62 ------20.95 12.62 BBL Daido Private Limited - - 23.43 245.58 ------23.43 245.58 Simpson & Company Limited - - - - 15.65 5.56 ------15.65 5.56 Simpson & General Finance Company Limited - - - - 7.41 8.50 ------7.41 8.50 Sri Rama Vilas Service Limited - - - - 6.89 11.02 ------6.89 11.02 The Madras Advertising Company Private Limited - - - - 0.39 ------0.39 - IP Rings Limited - - - - 1.18 1.65 ------1.18 1.65 George Oakes Limited - - - - 5.83 5.82 ------5.83 5.82 Associated Printers (Madras) Private Limited - - - - 4.07 1.11 ------4.07 1.11 BIMETAL BEARINGS LIMITED Notes to the standalone financial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Associates / Enterprises Key Management Holding Company Joint Venture Fellow Subsidiaries Associate owned or significantly influenced by Total Personnel Key Management Personnel Description or their relatives 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19

Amounts Payable - (Contd.) Mr. A. Krishnamoorthy, Managing Director ------7.50 - - - 7.50 - Mr. S. Narayanan, Whole-time Director ------13.00 8.36 - - 13.00 8.36 Mr. N.Venkataraman, Chief Financial Ofﬁcer ------2.00 2.00 - - 2.00 2.00 Mr. K.Vidhya Shankar, Company Secretary ------1.17 1.17 - - 1.17 1.17 Mr. N.Venkataramani, Director ------0.56 2.67 - - 0.56 2.67 Mr. N.P.Mani, Director ------0.56 2.67 - - 0.56 2.67

85 Mr. R.Vijayaraghavan, Independent Director ------0.56 2.67 - - 0.56 2.67 Mr. Krishna Srinivasan, Independent Director ------0.56 2.67 - - 0.56 2.67 Dr. Sandhya Shekhar , Independent Director ------0.56 2.67 - - 0.56 2.67 Mr. P.M.Venkatasubramanian, Independent Director ------0.56 2.67 - - 0.56 2.67 Others - - - - 5.31 6.23 ------5.31 6.23

Notes: i. There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been recognised in respect of impaired receivables due from related parties. ii. Related party relationship is as identified by the Company on the basis of information available with the Company and relied upon by the Auditors. iii. No amount is/has been written off or written back during the year in respect of debts due from or to related party. iv. The above transactions are compiled from the date these parties became related which are accounted in the natural head of accounts. (c) Terms and conditions Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders. BIMETAL BEARINGS LIMITED Notes to the Standalone financial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

As at As at March 31, 2020 March 31, 2019 37 Contingent liabilities Claim against the company not acknowledged as debt: Income tax matters 155.17 345.03 Sales tax matters 8.89 8.89 Electricity matters - 464.26 Claims by workmen pending before labour court 6.65 6.65 - Future cash ﬂows in respect of above is determinable only on receipts of judgment / decision pending with relevant authorities. - The Company has ﬁled responses / appeals against above matters which is pending disposal.

38 Capital and other commitments (a) Capital commitments Estimated value of contracts in capital account remaining to be executed 240.41 50.80 Investment partly paid - equity shares of Rs.100 each in Adyar Property Holding Company Limited (INR 65 paid up) 0.02 0.02 Investment partly paid - equity shares of INR 615 each in TATA steel Limited (INR 154 paid up) 0.63 0.63 (b) Other commitments - -

39 Events after the reporting period The Board of Directors have recommended dividend of INR 7/- per fully paid up equity share of INR 10/- each INR 267.75 lakhs, for the ﬁnancial year 2019-20 which is based on relevant share capital as on March 31, 2020. The actual dividend amount will be dependent on the relevant share capital outstanding as on the record date / book closure.

40 Earnings per share For the purpose of computing the earnings per share, the net proﬁt after tax has been used as the numerator and the weighted average number of shares outstanding has been considered as the denominator.

For the year ended For the year ended Particulars March 31 ,2020 March 31 ,2019

Net profit attributable to shareholders 164.54 1,031.39 Profit attributable to equity shareholders 164.54 1,031.39 Weighted average number of equity shares of INR 10 each, for Basic EPS 38,25,000 38,25,000 Earning per share - Basic 4.30 26.96 Net profit attributable to shareholders 164.54 1,031.39 Profit attributable to equity shareholders 164.54 1,031.39 Weighted average number of equity shares of INR 10 each, for Diluted EPS 38,25,000 38,25,000 Earnings per share - Diluted 4.30 26.96

41 Research and development expenditure incurred during the year Expenditure on R&D (DSIR approved R&D Centers) Capital Expenditure 4.24 0.94 Revenue Expenditure Consultancy charges 4.00 21.25 Stay expenses 1.07 1.45 Research and development expenses included under various heads of Statement of Proﬁt and Loss 77.60 102.33

42 Segment Reporting As per Ind AS 108- “Operating Segment”, segment information has been provided under the notes to Consolidated Financial Statements.

86 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

43 Operating lease For the year ended For the year ended March 31 ,2020 March 31 ,2019 As Lessor: The company has entered into operating lease arrangements for certain surplus facilities. The lease is cancellable and are usually renewable by mutual consent 1.36 0.51 on mutually agreeable terms. Lease income recognised in the Statement of Proﬁt and Loss.

As Lessee: The company has entered into operating lease arrangements for premises like - 38.79 (factories, sales depots and godowns etc.,). These leasing arrangements are cancellable and are usually renewable by mutual consent on mutually agreeable terms. Lease payments recognised in the Statement of Proﬁt and Loss.

Lease Disclosures (entity as a lessee) Leases of factory premises and depots Transition : (i) Effective April 1, 2019, the Company adopted Ind AS 116 “Leases” and applied the standard to all lease contracts existing on April 1, 2019 using the modified retrospective method. Consequently, the Company recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the right of use asset at its carrying amount at the date of initial application and discounted at the Company’s incremental borrowing rate at the date of initial application. Comparatives as at and for the year ended March 31, 2019 have not been retrospectively adjusted and therefore will continue to be reported under the accounting policies included as part of our Annual Report for year ended March 31, 2019. (ii) The following is the summary of practical expedients elected on initial application: 1. Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date. Discount rate has been taken as the Incremental Borrowing rate of borrowings with similar tenure. 2. Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term on the date of initial application. During the year, the Company charged off INR 43.68 Lakhs as rent expenses on short term leases. 3. Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application. 4. Applied practical expedient to grandfather the assessment of which transactions are leases. Accordingly Ind AS 116 is applied only to contracts that were previously identified as leases under Ind AS 17. (iii) The company has lease arrangement for "Land" and "Buildings". The lease arrangements is for the period ranging from one to two years. The company did not opt for retrospective application and has considered 1st April 2019 as the date of initial application of Ind AS 116, 'Leases'. The present value of Right of Use Asset has been computed on the basis of Amended Lease Agreement. - Right-of-use assets Particulars Amount Initial Recognition on Transition date i.e. April 1, 2019 85.26 Additions - Amortisation on ROU Assets 43.68 Balance as at March 31, 2020 41.58

- Lease liabilities Particulars Amount Balance as at April 1, 2019 85.26 Payment of Lease liabilities 43.37 Finance cost accrued during the period 5.01 Balance as at March 31, 2020 36.88

87 BIMETAL BEARINGS LIMITED Notes to the Standalone ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

43 Operating lease - (Contd.) Amounts recognised in proﬁt and loss Particulars Amount Depreciation expense on right-of-use assets 43.68 Interest expense on lease liabilities 5.01

The total cash outﬂow for lease amount to INR 48.69 Lakhs Maturity analysis of Lease Liability Particulars Amount Maturity in FY 2021 11.85 Maturity in FY 2022 31.52 Maturity in FY 2023 - Maturity in FY 2024 - Maturity in FY 2025 and above - Balance as at March 31, 2020 43.37

The entity does not face a signiﬁcant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the entity’s treasury function. 44. The Company has following investment in joint venture and associate : Name of the company Type Principal Place Proportion of the ownership interest of business March 31, 2020 March 31, 2019 BBL Daido Private Limited Joint Venture India 20.00% 20.00% IPL Green Power Limited Associate India 24.19% 24.19%

45. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

For and on behalf of Board of Directors

A. Krishnamoorthy N. Venkataraman Managing Director Chief Financial Oﬃcer DIN: 00001778 Coimbatore Chennai

P.M. Venkatasubramanian K. Vidhya Shankar Director Company Secretary DIN: 00001579 Coimbatore Chennai

S. Narayanan Whole-time Director DIN: 03564659 Coimbatore

Date : June 29, 2020

88 10 1 1 23.89 0.01:1 201 913.94 420.75 382.50 March 31, 1,372.84 3,572.87 14,294.26 12,220.46 12,602.96 10 1 33.60 0.01:1 420.75 382.50 2012 1,879.68 1,285.05 3,534.38 March 31, 16,992.03 13,018.12 13,400.62 90 17.67 0.01:1 908.53 675.70 344.25 382.50 2013 3,786.80 March 31, 15,791.65 13,291.06 13,673.56 70 ( Rs.in Lakhs) 10.09 0.01:1 2014 502.74 385.75 267.75 382.50 March 31, 3,983.25 14,210.25 13,363.55 13,746.06 ears Y 75 14.60 0.00:1 740.07 558.31 286.87 382.50 2015 en 3,667.62 March 31, 15,290.92 13,553.84 13,936.34 75 13.14 0.00:1 733.05 502.61 286.87 382.50 2016 3,717.51 15805.42 March 31, 14,087.80 15,422.92 75 13.07 0.00:1 681.52 499.89 286.87 2017 382.50 3,883.10 March 31, 16,026.22 16,408.72 14,097.02 ear ended Y 75.00 26.55 0.00:1 2018 286.87 382.50 1,313.76 1,015.40 4,268.17 March 31, 18,213.34 17,068.31 17,450.81 Financial 90.00 26.96 0.00:1 344.25 382.50 2019 1,534.90 1,031.39 4,836.76 March 31, 20,640.69 17,754.77 18,137.27 Bimetal Bearings Limited Financial Highlights- Past T 4.30 0.00:1 2020 139.64 164.54 382.50 100.00 382.50 4,859.93 March 31, 14,912.90 16,955.01 17,337.51 Assets orth ax T Particulars orth Net Sales Proﬁt before Proﬁt after tax Dividend: Amount Percentage Earnings per share(Rs) (Excluding Revaluation) Net Block of Fixed Share Capital Reserves (Excluding Revaluation Reserve) Net W Debt Equity Ratio: All Loans:Net W

89 90 BIMETAL BEARINGS LIMITED CIN:L29130TN1961PLC004466

CONSOLIDATED FINANCIAL STATEMENTS

91 INDEPENDENT AUDITOR'S REPORT

To The Members of Bimetal Bearings Limited

Report on the Audit of the Consolidated Financial Statements

Opinion We have audited the accompanying consolidated financial statements of Bimetal Bearings Limited (”the Parent”) and its associate and joint venture (the Parent and its associate and joint venture “the Group”), the Group's share of profit in its associate and joint venture, which comprise the Consolidated Balance Sheet as at 31 March 2020, and the Consolidated Statement of Profit and Loss including Other Comprehensive Income, the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of the other auditor on separate financial statements of the associate referred to in the Other Matters section below, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ('Ind AS') and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2020, and their consolidated profit, their consolidated total comprehensive loss, their consolidated cash flows and their consolidated changes in equity for the year ended on that date.

Basis for Opinion We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing specified under section 143 (10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibility for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group, its associate and joint venture in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditor in terms of their reports referred to in the sub-paragraphs (a) and (b) of the Other Matters section below is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most signiﬁcance in our audit of the consolidated ﬁnancial statements of the current period. We have determined that there are no key audit matters to communicate in our report.]

Information Other than the Financial Statements and Auditor's Report Thereon

– The Parent's Company's Board of Directors is responsible for preparation of the other information. The other information comprises the information included in the Management's Discussion and Analysis, Director's Report, Corporate Governance Report and Shareholders information, but does not include the consolidated ﬁnancial statements, standalone ﬁnancial statements and our auditor's report thereon.

– Our opinion on the consolidated ﬁnancial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, compare with the financial statements of the associate audited by the other auditor, to the extent it relates to these entities and, in doing so, place reliance on the work of the other auditor and consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. Other information so far as it relates to the associate, is traced from their financial statements audited by the other auditor.

If based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Consolidated Financial Statements The Parent's Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated changes in equity of the Group including its associate and joint venture in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group and of its associate and joint venture are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its associate and its joint venture and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial

92 statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated ﬁnancial statements by the Directors of the Parent, as aforesaid.

In preparing the consolidated ﬁnancial statements, the respective Board of Directors of the companies included in the Group and of its associate and joint venture are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its associate and joint venture are also responsible for overseeing the ﬁnancial reporting process of the Group and of its associate and joint venture.

Auditor's Responsibility for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: – Identify and assess the risks of material misstatement of the consolidated ﬁnancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufﬁcient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

– Obtain an understanding of internal ﬁnancial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Parent has adequate internal ﬁnancial controls system in place and the operating effectiveness of such controls.

– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

– Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signiﬁcant doubt on the ability of the Group and its associate and joint venture to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated ﬁnancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associate and joint venture to cease to continue as a going concern.

– Evaluate the overall presentation, structure and content of the consolidated ﬁnancial statements, including the disclosures, and whether the consolidated ﬁnancial statements represent the underlying transactions and events in a manner that achieves fair presentation.

– Obtain sufficient appropriate audit evidence regarding the financial information of the branches, entities or business activities within the Group and its associate and joint venture to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such branches or entities or business activities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by the other auditor, such other auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements. We communicate with those charged with governance of the Parent and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

93 From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters (a) The consolidated financial statements also include the Group's share of net profit of Nil for the year ended 31 March, 2020, as considered in the consolidated financial statements, in respect of one associate, whose financial statements have not been audited by us. These financial statements have been audited by other auditor whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these associate, and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid associate is based solely on the reports of the other auditor.

Our opinion on the consolidated ﬁnancial statements above and our report on Other Legal and Regulatory Requirements below, is not modiﬁed in respect of the above matters with respect to our reliance on the work done and the reports of the other auditor.

Report on Other Legal and Regulatory Requirements 1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditor on the separate ﬁnancial statements of the associate referred to in the Other Matters section above we report, to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated ﬁnancial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated ﬁnancial statements have been kept so far as it appears from our examination of those books, returns and the reports of the other auditor

c) The Consolidated Balance Sheet, the Consolidated Statement of Proﬁt and Loss including Other Comprehensive Income, the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated ﬁnancial statements.

d) In our opinion, the aforesaid consolidated ﬁnancial statements comply with the Ind AS speciﬁed under Section 133 of the Act.

e) On the basis of the written representations received from the directors of the Parent as on 31 March, 2020 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its associate company incorporated in India, none of the directors of the Group companies, its associate company and joint venture company incorporated in India is disqualiﬁed as on 31 March, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in “Annexure A” which is based on the auditors' reports of the Parent, associate company and joint venture companies incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting of those companies.

g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Parent to its directors during the year is in accordance with the provisions of section 197 of the Act.

j) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i) The consolidated ﬁnancial statements disclose the impact of pending litigations on the consolidated ﬁnancial position of the Group, its associate and joint venture.

ii) The Group, its associate and joint venture did not have any material foreseeable losses on long-term contracts including derivative contracts. iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Parent, associate company and joint venture companies incorporated in India. For Fraser & Ross Chartered Accountants (Firm's Registration No. 000829S)

Balaji. M.N (Partner) Place: Bengaluru (Membership No. 202094) Date: 29 June, 2020 UDIN: 20202094AAAABP2681 94 ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT (Referred to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements' section of our report of even date) Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) In conjunction with our audit of the consolidated financial statements of the Bimetal Bearings Limited (hereinafter referred to as “Parent”) as of and for the year ended 31 March, 2020, we have audited the internal financial controls over financial reporting of which includes internal financial controls over financial reporting of the Parent, its associate company and joint venture, which are companies incorporated in India, as of that date. Management's Responsibility for Internal Financial Controls The respective Board of Directors of the Parent, its associate and joint venture, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditor's Responsibility Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent, its associate company and joint venture, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor of the associate company, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Parent, its associate and its joint venture, which are companies incorporated in India. Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditor referred to in the Other Matters paragraph below, the Parent, its associate company and joint venture, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2020, based on the criteria for internal financial control over financial reporting established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to one associate company which is incorporated in India, is based solely on the corresponding reports of the auditors of such companies incorporated in India.

Our opinion is not modiﬁed in respect of the above matters. For Fraser & Ross Chartered Accountants (Firm's Registration No. 000829S) Balaji. M.N (Partner) Place: Bengaluru (Membership No. 202094) Date: 29 June, 2020 UDIN: 20202094AAAABP2681

95 BIMETAL BEARINGS LIMITED Consolidated Balance Sheet as at March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Note no. As at March 31, 2020 As at March 31, 2019 ASSETS Non-current assets Property, plant and equipment 3 4,764.53 4,624.64 Right to use 43 41.58 - Capital work-in-progress 1,263.10 152.30 Other intangible assets 4 53.82 59.82 Financial assets i. Investments in Joint Venture 43 892.22 963.25 ii. Other Investments 5 2,760.05 3,558.03 iii. Other financial assets 6 632.51 742.83 Other non-current assets 8 616.35 620.58 Total non-current assets 11,024.16 10,721.45 Current assets Inventories 9 4,084.37 4,538.32 Financial assets i. Investments 10 567.23 368.71 ii. Trade receivables 11 Trade receivables considered good - Unsecured 4,113.67 5,082.19 iii. Cash and cash equivalents 12 102.66 284.84 iv. Bank balances other than (iii) above 13 78.79 57.64 v. Loans 14 4.17 7.09 vi. Other financial assets 6 425.81 114.62 Current tax assets (Net) 7 63.70 35.20 Other current assets 15 474.75 486.97 Total current assets 9,915.15 10,975.58 Total assets 20,939.31 21,697.03 EQUITY and LIABILITIES Equity Equity share capital 16 382.50 382.50 Other equity 17 17,052.99 17,923.78 Total equity 17,435.49 18,306.28 Liabilities Non-current liabilities Financial liabilities i. Lease liabilities 43 31.52 - Provisions 22 160.53 123.83 Deferred tax liabilities (Net) 18 287.45 351.18 Total non-current liabilities 479.50 475.01 Current liabilities Financial liabilities i. Borrowings 19 314.63 - ii. Trade payables 20 Total outstanding dues of micro enterprises and small enterprises 168.54 287.77 Total outstanding dues of creditors other than micro enterprises and small enterprises 2,075.38 2,155.91 iii. Lease liabilities 11.85 - iv. Other financial liabilities 21 205.72 98.22 Other current liabilities 22 54.75 199.32 Provisions 23 193.45 174.52 Total current liabilities 3,024.32 2,915.74 Total liabilities 3,503.82 3,390.75 Total equity and liabilities 20,939.31 21,697.03 See accompanying notes to the consolidated financial statements In terms of our report attached. For and on behalf of Board of Directors For Fraser & Ross A. Krishnamoorthy N. Venkataraman Firm's Registration Number: 000829S Managing Director Chief Financial Officer Chartered Accountants DIN: 00001778 Coimbatore Chennai Balaji M.N P.M. Venkatasubramanian K. Vidhya Shankar Partner Director Company Secretary Membership Number: 202094 DIN: 00001579 Coimbatore Chennai

S. Narayanan Whole-time Director Place : Bengaluru DIN: 03564659 Date: June 29, 2020 Coimbatore Date : June 29, 2020 96 BIMETAL BEARINGS LIMITED Consolidated Statement of Proﬁt and Loss for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

Note no. For the year ended For the year ended March 31, 2020 March 31, 2019 I Revenue from operations 24 14,912.90 20,640.69 II Other income 25 642.99 399.19 III Total revenue (I +II) 15,555.89 21,039.88 IV Expenses a) Cost of materials consumed 26 7,371.76 10,104.69 b) Purchases of stock-in-trade 125.63 453.12 c) Changes in inventories of finished goods, stock-in-trade and work-in-progress 27 363.40 (36.23) d) Employee benefits expense 28 2,670.85 2,602.30 e) Finance costs 29 8.32 3.16 f) Depreciation and amortisation expenses 30 566.99 505.67 g) Other expenses 31 4,381.30 5,872.27 V Total expenses 15,488.25 19,504.98 VI Profit before share of net profit of associate and joint venture and tax (III-V) 67.64 1,534.90 VII Share of net profit of associate and joint venture 43 15.89 110.38 VIII Profit before tax (VI+VII) 83.54 1,645.28 IX Tax expense : Current tax 32 6.30 450.54 Deferred tax 18 (31.20) 52.97 X Total tax expense (24.90) 503.51 XI Profit for the year ( VIII - X) 108.44 1,141.77 XII Other comprehensive income (i) Items that will not be reclassified to profit or loss (a) Remeasurements of the defined benefit plans (43.22) (128.66) (b) Equity instruments through other comprehensive income (492.49) 156.13 (c) Share of other comprehensive income in associate and joint venture,to the extent not to be reclassified to profit or loss (0.12) (0.44) (ii) Income tax relating to items that will not be reclassified to profit or loss 18 32.53 42.61 XIII Total comprehensive income for the year (394.86) 1,211.41 XIV Earnings per share of INR 10 each Basic 40 2.83 29.85 Diluted 40 2.83 29.85 See accompanying notes to the consolidated financial statements In terms of our report attached. For Fraser & Ross For and on behalf of Board of Directors Firm's Registration Number: 000829S A. Krishnamoorthy N. Venkataraman Chartered Accountants Managing Director Chief Financial Officer DIN: 00001778 Coimbatore Chennai Balaji M.N P.M. Venkatasubramanian K. Vidhya Shankar Partner Director Company Secretary Membership Number: 202094 DIN: 00001579 Coimbatore Chennai S. Narayanan Whole-time Director DIN: 03564659 Place : Bengaluru Coimbatore Date: June 29, 2020 Date: June 29, 2020 97 BIMETAL BEARINGS LIMITED Consolidated Statement of Cash Flows for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

For the year ended For the year ended Particulars March 31, 2020 March 31, 2019

Cash ﬂow from operating activities

Profit before tax for the period 67.64 1,534.90 Adjustments for Depreciation and amortisation expense 566.99 505.67 Gain on disposal of property, plant and equipment (Net) (2.79) (1.99) Gain on sale of financial assets (28.59) (18.99) Changes in fair value of financial assets at fair value through profit or loss 77.48 (57.27) Liabilities no longer required written back (130.46) (6.29) Net unrealised foreign exchange (gain) / loss (41.98) 22.60 Dividend and interest income classified as investing cash flows (313.59) (97.85) Finance costs 8.32 3.16

Change in operating assets and liabilities (Increase)/Decrease in trade receivables 1,007.97 (1.64) (Increase)/Decrease in inventories 453.95 (281.38) (Increase)/Decrease in other ﬁnancial assets (209.38) 56.74 (Increase)/Decrease in other non-current assets (0.71) 0.24 (Increase)/Decrease in other current assets (31.00) (86.82) (Increase)/Decrease in loans to employees 2.92 (0.22) Increase/(Decrease) in trade payables (66.77) 12.53 Increase/(Decrease) in other ﬁnancial liabilities 17.77 (8.56) Increase/(Decrease) in other current liabilities (144.57) 60.04 Increase/(Decrease) in provisions 55.63 166.72

Cash generated from operations 1,288.83 1,801.58

Income taxes (paid)/refund received (29.01) (574.70)

Net cash inﬂow from operating activities 1,259.82 1,226.88

Cash ﬂows from investing activities

(Increase)/Decrease in borrowings 314.63 - Payments for property, plant and equipment (1,679.48) (1,079.24) Payments for (purchase)/ receipts towards sale of investments (net) 58.06 26.00 Payments for purchase/(repayments) of Intercorporate deposits (net) - 19.00 (Increase)/Decrease in other bank balances (21.15) 21.89 Interest and dividend received 408.90 90.59 Proceeds from disposal of property, plant and equipment 3.91 4.48 Net cash used in investing activities (915.13) (917.28)

Cash ﬂows from ﬁnancing activities

Interest paid (3.31) (3.16) Payment of lease liabilities (46.90) - Dividends paid to company’s shareholders including dividend tax (476.66) (415.01) Net cash used in ﬁnancing activities (526.87) (418.17)

98 BIMETAL BEARINGS LIMITED Consolidated Statement of cash ﬂows for the year ended March 31, 2020 - (Contd..) (All amounts are in INR Lakhs, unless otherwise stated)

For the year ended For the year ended Particulars March 31, 2020 March 31, 2019

Net increase/(decrease) in cash and cash equivalents (182.18) (108.58)

Cash and cash equivalents at the beginning of the period 284.84 393.41

Cash and cash equivalents at end of the period 102.66 284.84

See accompanying notes to the consolidated ﬁnancial statements

Note: The above Cash Flow Statement has been prepared under 'indirect method' set out in the Ind AS 7 - Cash Flow Statements.

Balaji M.N P.M. Venkatasubramanian K. Vidhya Shankar Partner Director Company Secretary Membership Number: 202094 DIN: 00001579 Coimbatore Chennai

S. Narayanan Whole-time Director DIN: 03564659 Coimbatore Place : Bengaluru Date: June 29, 2020 Date: June 29, 2020

99 BIMETAL BEARINGS LIMITED Consolidated Statement of changes in equity for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Note No. Amount I) Equity share capital Balance as at April 1, 2018 382.50 Changes in equity share capital during the year 16 - Balance as at March 31, 2019 382.50 Changes in equity share capital during the year 16 - Balance as at March 31, 2020 382.50

(II) Other equity Reserves and surplus Items of other comprehensive income General Retained Note No. Actuarial Gain/ Equity instrument Total Reserve Capital Reserve earnings through other (Loss) Comprehensive income

Balance as at April 1, 2018 13,703.81 - 1,284.39 114.52 2,024.66 17,127.38 Proﬁt for the year 17 - - 1,141.77 - - 1,141.77 Other comprehensive income 17 - - - (67.49) 137.13 69.64

100 Transfer to general reserve 17 300.00 - (300.00) - - - Dividends paid including dividend distribution tax 17 - - (415.01) - - (415.01) Balance as at March 31, 2019 14,003.81 - 1,711.15 47.03 2,161.79 17,923.78 Profit for the year 17 - - 108.44 - - 108.44 Other comprehensive income 17 - - - (10.69) (492.49) (503.18) Transfer to general reserve 17 550.00 - (550.00) - - - Dividends paid including dividend distribution tax 17 - - (475.92) - - (475.92) Balance as at March 31, 2020 14,553.81 - 793.66 36.34 1,669.30 17,053.11 See accompanying notes to the consolidated financial statements In terms of our report attached. For and on behalf of Board of Directors For Fraser & Ross A. Krishnamoorthy N. Venkataraman Firm's Registration Number: 000829S Managing Director Chief Financial Officer Chartered Accountants DIN: 00001778 Coimbatore Chennai Balaji M.N P.M. Venkatasubramanian K. Vidhya Shankar Partner Director Company Secretary Membership Number: 202094 DIN: 00001579 Coimbatore Chennai S. Narayanan Whole-time Director Place : Bengaluru DIN: 03564659 Date: June 29, 2020 Coimbatore Date: June 29,2020 BIMETAL BEARINGS LIMITED Notes to the Consolidated financial statements for the year ended March 31, 2020

1. General Information Bimetal Bearings Limited ("the Group" or "BBL") is engaged in manufacturing of Engine Bearings, Bushings, Thrust Washers, Alloy Powder and Bimetallic Strips. The Group has manufacturing plants at Coimbatore, Hosur, Chennai (Sembiam and Thoraipakkam). The Group is a public listed company and listed on The Bombay Stock Exchange.In addition the company has an investment in an associate and a joint venture which have been collectively referred to as "the Group". The consolidated ﬁnancial statements were approved for issue by the board of directors on June 29,2020.

2. Significant accounting policies This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of preparation (i) Compliance with Ind AS These financial statements have been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 as applicable. (ii) Historical cost convention The financial statements have been prepared on a historical cost basis, except for the following: a) certain financial assets and liabilities (including derivative instruments) that is measured at fair value and b) defined benefit plans — plan assets measured at fair value Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these standalone financial statements is determined on such a basis, except for share- based payment transactions that are within the scope of Ind AS 102, leasing transactions that are within the scope of lnd AS 17, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 or value in use in Ind AS 36. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; • Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability ,either directly or indirectly; and • Level 3 inputs are unobservable inputs for the asset or liability. (iii) The outbreak of COVID-19 pandemic and the resulting lockdown enforced from March 23, 2020 has affected the Group's regular operations. Accordingly, the Group has considered the possible effects that may result from the pandemic on the carrying amounts of property, plant and equipment, investments, inventories, receivables and other current assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Group, as at the date of approval of these financial results has used internal and external information which are relevant in determining the expected future performance of the Group. The Group has evaluated its liquidity position, recoverability of such assets and based on current estimates expects the carrying amount of these assets will be recovered. The impact of COVID-19 on the Group's financial results may differ from that estimated as at the date of approval of these financial results. (iv) Principles of consolidation and equity accounting - Associates Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. Investment in associates are accounted for using the equity method of accounting (see (iii) below), after initially being recognised at cost.

101 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

(a) Basis of preparation - (Contd.) (iv) Principles of consolidation and equity accounting - Joint arrangements Under Ind AS 111 Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligation of each investor, rather than the legal structure of the joint arrangement. Bimetal Bearings Limited has determined its interest in a joint arrangement to be in the nature of joint venture. - Joint venture Interests in joint ventures are accounted for using the equity method (see below), after initially being recognised at cost in the consolidated balance sheet. (v) Equity method Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses of the investee in profit and loss, and the Group’s share of other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long- term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.

The carrying amount of equity accounted investments are tested for impairment in accordance with the policy described in note 2(g) below.

(vi) Following associate and joint venture entities have been considered in the preparation of the consolidated ﬁnancial statements:

Country of % of Holding and voting power Name of the entity Relationship Ownership held by either directly or indirectly Incorporation through subsidiary as at March 31,2020 March 31,2019 IPL Green Power Limited Associate India Bimetal Bearings Limited 24.19% 24.19% BBL Daido Private Limited Joint Venture India Bimetal Bearings Limited 20.00% 20.00%

(c) Foreign currency translation (i) Functional and presentation currency Items included in the ﬁnancial statements of the Group are measured using the currency of the primary economic environment in which these entities operate (i.e. the “functional currency”). The ﬁnancial statements are presented in INR, the national currency of India, which is the functional currency of the Group.

102 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

(d) Revenue recognition Revenue is recognised when control of the goods, services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment. The Group is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed to inventory and credit risks. However, Goods and Service tax (GST) are not received by the Group on its own account. Rather, it is tax collected on value added to the commodity by the seller on behalf of the government. Accordingly, it is excluded from revenue. (i) Sale of goods Revenue from sale of goods is recognised when control of the goods is transferred to the Customers. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. (ii) Dividend and interest income Dividend income from investments is recognised when the shareholder's right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably). Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition. (iii) Other operating revenue Income from duty drawback and other export incentives is recognised on accrual basis.

(e) Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. (i) Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from 'profit before tax' as reported in the consolidated statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. (ii) Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The measurement of deferred tax liabilities and assets reﬂects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. (iii) Current and deferred tax for the year Current and deferred tax are recognised in proﬁt or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

103 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

(f) Leasing Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Group makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Group considers factors such as any signiﬁcant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Group's operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reﬂects the current economic circumstances.

As a lessee The Group’s lease asset classes primarily consist of leases for land and buildings. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: ( i ) the contract involves the use of an identified asset (ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct the use of the asset.

At the date of commencement of the lease, the Group recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short- term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash ﬂows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

Transition: Effective April 1, 2019, the Holding Company and Joint Venture Company adopted Ind AS 116 “Leases” and applied the standard to all lease contracts existing on April 1, 2019 using the modiﬁed retrospective method. Consequently, the Holding Company and Joint Venture Company recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the right of use asset for the carrying amount from the date of initial application and discounted at the respective Company’s incremental borrowing rate at the date of initial application. Comparatives as at and for the year ended March 31, 2019 have not been retrospectively adjusted and therefore will continue to be reported under the accounting policies included as part of our Annual Report for year ended March 31, 2019.

(g) Impairment of assets At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest Group of cash- generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

104 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

(g) Impairment of assets - (Contd.) If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in proﬁt or loss.

(j) Financial instruments Financial assets and ﬁnancial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

(k) Financial assets All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place. All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

(i) Classification of financial assets The Group classifies its financial assets in the following measurement categories: a) those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), b) those measured at amortised cost and c) those measured at cost The classification depends on the entity's business model for managing the financial assets, the contractual terms of the cash flows and whether the investment meets the definition of interest in associates and joint ventures. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Group reclassifies debt investments when and only when its business model for managing those assets changes. Investments forming part of interest in associates and joint ventures are measured at cost. (ii) Measurements At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. - Debt instruments Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are two measurement categories into which the Group classifies its debt instruments:

105 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

(k) Financial assets - (Contd.) ii. Measurements a) Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in other income using the effective interest rate method.

b) Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or Fair value through other comprehensive income are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented net in the statement of profit and loss within other income/ other expenses in the period in which it arises. Interest income from these financial assets is included in other income.

- Equity instruments The Group subsequently measures all equity investments other than investments forming part of interest in associates and joint ventures at fair value. Where the Group's management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Group's right to receive payments is established.

Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income/ other expenses in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

(iii) Impairment of financial assets The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at cost and amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Refer notes to accounts for the details how the Group determines whether there has been a significant increase in credit risk. For trade receivables only, the Group applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(iv) Derecognition of ﬁnancial assets A ﬁnancial asset is derecognised only when

a) The Group has transferred the rights to receive cash ﬂows from the ﬁnancial asset or

b) Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the entity has transferred an asset, the Group evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Group has not retained control of the financial asset. Where the Group retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

(v) Income recognition a) Interest income Interest income from debt instruments is recognised using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example: prepayment, extension, call and similar options) but does not consider the expected credit losses. b) Dividends Dividends are recognised in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.

106 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

(l) Financial liabilities and equity instruments

(i) Classification as debt or equity Debt and equity instruments issued by a Company entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. (ii) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Group entity are recognised at the proceeds received, net of direct issue costs. Repurchase of the Group's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group's own equity instruments. (iii) Financial liabilities All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL. However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Company, and commitments issued by the Company to provide a loan at below- market interest rate are measured in accordance with the specific accounting policies set out below. (m) Derivatives The Group enters into certain derivative contracts to hedge risks which are not designated as hedges. Such contracts are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each reporting period. The impact of the fair value changes are included in other income.

(o) Property, plant and equipment Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the consolidated balance sheet at cost less accumulated depreciation and accumulated impairment losses. Freehold land is not depreciated.

Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Group's accounting policy. Such properties are classiﬁed to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets on the same basis as other property assets commences when the assets are ready for their intended use.

Fixtures and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation commences when the assets are ready for their intended use. Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. Depreciation is recognized so as to write off the cost of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013. However, the estimates of useful lives of certain assets, based on technical evaluation are different from those speciﬁed in Schedule II which are set out below:

Plant and equipment - Useful life 20 years

Assets costing individually upto Rs. 5,000/- are fully depreciated in the year of purchase. An item of property, plant and equipment is derecognised upon disposal or when no future economic beneﬁts are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in proﬁt or loss.

(p) Intangible assets

(i) Acquired intangible assets Intangible assets with ﬁnite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indeﬁnite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

107 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

(p) Intangible assets - (Contd.)

(ii) Research and development

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future economic beneﬁts;

• the availability of adequate technical, ﬁnancial and other resources to complete the development and to use or sell the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

(iii) Derecognition of intangible assets An intangible asset is derecognised on disposal, or when no future economic beneﬁts are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in proﬁt or loss when the asset is derecognised. (iv) Useful lives of intangible assets Estimated useful lives of the intangible assets are as follows: Technical Know how - Useful life 5 years Computer Software - Useful life 6 years Assets costing individually upto INR 5,000/- are fully amortized in the year of purchase. (q) Provisions Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash ﬂows estimated to settle the present obligation, its carrying amount is the present value of those cash ﬂows (when the effect of the time value of money is material).

When some or all of the economic beneﬁts required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

(i) Onerous contracts Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract. (r) Employee Benefits Employee benefits include provident fund, employee state insurance, gratuity fund, super annuation fund and compensated absences. (i) Retirement benefit costs and termination benefits Payments to defined contribution Retirement Benefit Plans are recognised as an expense when employees have rendered service entitling them to the contributions.

108 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

(r) Employee Benefits - (Contd.) (i) Retirement benefit costs and termination benefits For defined benefit Retirement Benefit Plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset.

(ii) Defined benefit costs are categorised as follows: -service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements); -net interest expense or income; and -remeasurement For defined benefit plan, in the form of gratuity fund, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which they occur. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the scheme. The gratuity fund is maintained with Life Insurance Corporation of India.

The Group presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee benefits expenses’. Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligation recognised in the balance sheet represents the actual deficit or surplus in the Group's defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

(iii) Short-term and other long-term employee benefits A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service. Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.

(s) Exceptional items Group recognises exceptional item when items of income and expense within the Statement of Profit and Loss from ordinary activities are of such size, nature or incidence that their separate disclosure is relevant to explain the performance of the Group for the period. (t) Earnings per share Basic earnings per share is computed by dividing the profit / (loss) after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

(u) Government grants Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Government grants are recognised in proﬁt or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate.

Specifically, Government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised as deferred revenue in the consolidated balance sheet and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.

109 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

(v) Rounding off amounts

All amounts disclosed in the ﬁnancial statements and notes have been rounded off to the nearest lakhs and decimals thereof as per the requirements of Schedule III, unless otherwise stated.

(w) Operating cycle

Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Group has determined its operating cycle as 12 months for the purpose of classiﬁcation of its assets and liabilities as current and non- current.

(x) Critical estimates and judgements

The areas involving critical estimates or judgements are:

Estimation of deﬁned beneﬁt obligation – Note 23

Estimation of current tax expense and payable – Note 32

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a ﬁnancial impact on the Group and that are believed to be reasonable under the circumstances.

110 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

Notes: (i) All ﬁxed assets are owned by the Group, unless stated as taken on lease. (ii) Gross carrying amount of cost of building as at March 31, 2020 includes INR 28.21 lakhs (March 31, 2019-INR 28.21 lakhs) being cost of buildings on lease hold land. 4. Other intangible assets Computer Other -Technical software know-how Total Year ended March 31, 2019 Gross carrying amount Opening gross carrying amount 169.75 28.48 198.23 Additions - - - Disposals - - - Closing gross carrying amount 169.75 28.48 198.23 Accumulated depreciation Opening accumulated depreciation 86.59 11.83 98.42 Depreciation charge during the year 35.16 4.83 39.99 Disposals - - - Closing Accumulated depreciation 121.75 16.66 138.41 Net carrying amount March 31, 2019 48.00 11.82 59.82 Year ended March 31, 2020 Gross carrying amount Opening gross carrying amount 169.75 28.48 198.23 Additions 0.09 7.99 8.08 Disposals - - - Closing gross carrying amount 169.84 36.47 206.31 Accumulated depreciation Opening accumulated depreciation 121.75 16.66 138.41 Depreciation charge during the year 9.24 4.84 14.08 Disposals - - - Closing Accumulated depreciation 130.99 21.50 152.49 Net carrying amount March 31, 2020 38.85 14.97 53.82

111 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

Face Value As at 31, 2020 As at 31, 2019 5. Non Current Investments INR Units Market Value Units Market Value

(i) Investment in Equity Instruments (fully paid-up) At Fair Value through Other Comprehensive Income Unquoted Amalgamations Repco Limited 10 1,20,750 156.97 1,20,750 156.98 Arkay Energy (Rameswarm) Limited 10 2,80,000 28.00 2,80,000 28.00 Madras Enterprises Ltd (Formerly known as Madras Stock Exchange Ltd ) 1 4,55,620 11.99 4,55,620 11.99 South Asian Financial Exchange Limited 10 20,000 - 20,000 - Stanes Amalgamated Estates Limited 10 6,380 8.10 6,380 8.10 Quoted Aditya Birla Fashion and Retail Ltd 10 7,280 11.13 7,280 16.04 Aditya Birla Capital Limited 10 5,040 2.12 5,040 4.90 Ashok Leyland Limited 1 11,000 4.74 11,000 10.04 Asian Paints (India) Limited 1 7,000 116.66 7,000 104.49 Axis Bank Limited 2 1,950 7.39 1,950 15.16 Bajaj Finance Limited 10 6,700 148.46 6,700 202.67 Bajaj Holdings and Investment Limited 10 950 17.09 950 32.46 Bajaj Auto Limited 10 1,900 38.42 1,900 55.31 Bajaj Finserve Limited 10 1,040 47.75 1,040 73.18 Bank of Baroda 2 18,500 9.91 18,500 23.80 Bank of India 10 900 0.29 900 0.93 Bharat Petroleum Corporation Limited 10 12,810 40.59 12,810 50.92 Biocon Limited (Bonus 1:1) 10 1,800 4.87 900 5.49 Canfin Homes Ltd 10 1,000 2.79 1,000 3.49 Colgate-Palmolive (India) Limited 1 2,800 35.08 2,800 35.23 Cummins India Ltd 2 1,960 6.40 1,960 14.62 G I C Housing Finance Limited 10 2,500 1.49 2,500 6.74 Gas Authority of India Limited (Bonus 1:1) 10 3,980 3.05 1,990 6.92 Glaxo Smithkline Beecham Consumer Health Care Limited 10 750 74.81 750 54.35 Grasim Industries Limited 10 3,600 17.14 3,600 30.89 Great Eastern Shipping Corporation Limited 10 1,080 2.22 1,080 3.08 Great Offshore Limited 10 270 - 270 0.03 HDFC Bank Limited 2 4,000 34.48 2,000 46.38 Hindustan Unilever Limited 10 400 9.19 400 6.83 Housing Development Finance Corporation Limited 10 30,000 489.93 30,000 590.47 ICICI Bank Limited 2 18,370 59.47 18,370 73.57 Indian Oil Corporation Limited 10 16,000 13.06 16,000 26.06 Indraprasth Gas Limited 10 2,500 9.70 2,500 7.64 Indusind Bank Limited 10 1,500 5.27 1,500 26.70 Industrial Development Bank of India 10 1,560 0.30 1,560 0.73 L.I.C.Housing Finance Limited 2 3,750 8.82 3,750 19.96 Mahindra and Mahindra Limited 5 4,000 11.40 4,000 26.96 Maruti Suzuki India 10 200 8.58 200 13.34 National Aluminium Company Limited 10 4,500 1.31 4,500 2.49 National Thermo Power Corporation Limited 10 1,800 1.52 1,800 2.42 Neyveli Lignite Corporation Limited 10 600 0.26 600 0.42 Nilkamal Plastics Limited 10 700 6.98 700 10.01 Oil and Natural Gas Corporation Limited 5 15,300 10.45 15,300 24.44 Petronet LNG Limited 10 2,000 4.00 2,000 5.03 Punjab National Bank 2 8,750 2.83 8,750 8.36 Reliance Industries Limited 10 2,670 29.74 2,670 36.40 Rural Electrification Corporation of India 10 2,120 1.88 2,120 3.24 Rail Vikas Nigam Ltd 10 11,700 1.50 - - Schaeffler India Ltd 10 600 22.30 600 33.02 State Bank of India 1 11,500 22.64 11,500 36.89 Sundaram Finance Limited 10 13,200 158.83 13,200 205.75 Sundaram Finance Holdings Limited 10 13,200 5.49 13,200 11.27 Tata Chemicals Ltd 10 1,400 3.13 1,400 8.24 Tata Consultancy Services Limited 1 1,664 30.39 1,664 33.31 Tata Motors Limited 2 9,495 6.75 9,495 16.54 Tata Steel Limited - Fully Paid 10 1,972 5.32 1,972 10.27 Tata Global Beverages Limited 1 13,000 38.33 13,000 26.51 The United Nilgiri Tea Estates Limited 10 17,264 33.30 17,264 54.48 Ultratech Cement Limited 10 171 5.55 171 6.84 Total (equity instruments - fully paid-up) 1,840.16 2,330.38

112 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

As at 31, 2020 As at 31, 2019 5. Non Current Investments contd.. Face Value INR Units Market Value Units Market Value (ii) Investment in Equity Instruments (partly paid-up) Unquoted Adyar Property Holding Company Limited (paid up Rs. 65 per share) 100 55 0.04 55 0.04 Quoted Tata Steel Limited (paid up Rs.2.50 per share) 10 136 0.04 136 0.09 Total (equity instruments - partly paid-up) 0.08 0.13 (iii) Investment in Bonds At Amortised Cost Quoted 8.00% Indian Railway Finance Corporation Limited Tax Free Secured, Redeemable, Non -convertible Bonds 1,000 1,088 10.88 1,088 10.88 8.20% Power Finance Corporation Limited Tax Free Secured Redeemable Non-convertible Bonds 1,000 1,424 14.24 1,424 14.24 7.19% Power Finance Corporation Limited : Tax Free Secured Bonds 1,000 1,200 12.00 1,200 12.00 7.22% Rural Electrification Corporation Limited : Tax Free , Secured Bonds 1,000 1,000 10.00 1,000 10.00 (iv) Investment in Debentures At Fair value through Profit or Loss Quoted 8.49% SR-54 Non-Convertible Debentures of National Thermal Power Corporation Limited (Bonus for Shares) 12.50 1,500 - 1,500 0.20 Total (debentures and bonds) 47.12 47.32 (v) Investment in Mutual Funds At Fair value through Profit or Loss Unquoted Axis Equity Saver Fund - Growth 10 11,74,362 140.81 11,74,362 150.08 Axis Dynamic Equity Fund - Growth 10 - - 4,91,223 53.64 Aditya Birla Sunlife Arbitrage Fund - Growth 10 - - 2,25,254 42.61 DSP BlackRock Equity & Bond Fund - Growth 10 30,680 40.88 30,680 46.51 DSP Dynamic Asset Allocation Fund - Growth 10 3,21,133 45.43 1,02,369 15.41 Franklin India Debt Hybrid Fund - Plan A - Growth 10 88,161 48.43 88,161 48.98 Franklin India Equity Hybrid Fund - Growth 10 - - 68,974 83.36 Franklin India Corporate Debt Fund - Plan A - Growth 10 19,046 13.64 19,046 12.62 HDFC Equity Savings Fund - Growth 10 - - 33,441 12.31 ICICI Prudential Equity & Debt Fund - Monthly Dividend 10 2,09,429 33.30 2,09,429 48.02 ICICI Prundential Equity & Debt Fund - Growth 10 10,525 11.15 10,525 14.15 ICICI Prudential Balanced Advantage Fund - Dividend 10 - - 2,06,705 31.94 ICICI Prudential Balanced Advantage Fund - Growth 10 3,51,987 107.60 2,17,697 76.93 ICICI Prudential Regular Savings Fund - Growth 10 3,02,804 131.79 3,02,804 129.02 ICICI Prundential Credit Risk Fund - Growth 10 1,97,703 43.00 1,97,703 39.28 ICICI Prudential Asset Allocator Fund 10 1,38,070 65.70 - - Kotak Equity Savings Fund - Growth 10 - - 3,42,441 48.61 Kotak Balanced Advantage Fund - Growth 10 13,67,510 126.67 2,77,169 28.79 Nippon India Equity Savings Fund - Dividend Plan (ESDPD) ( Earlier known as Reliance Equity Savings Fund - Dividend Plan 10 - - 90,951 9.97 Nippon India Equity Savings Fund - Segregated Portfolio 1 - Dividend Plan (03DPD) ( Earlier known as Reliance Equity Savings Fund - Dividend Plan 10 90,951 0.22 - - SBI Mutual Fund- Gold Exchange Traded Scheme- Growth Op- Open (DEMAT) 10 200 8.07 200 5.71 SBI Equity Hybrid Fund - Regular Dividend 10 - - 1,03,492 30.36 SBI Equity Hybrid Fund - Regular Growth 10 34,394 40.82 - - SBI Equity Savings Fund - Dividend 10 - - 1,20,000 14.68 SBI Equity Savings Fund - Growth 10 - - 6,47,781 83.81 SBI Dual Advantage Fund - Series XV - Regular 10 - - 1,18,758 14.34 SBI Credit Risk Fund 10 47,976 15.21 - - Sundaram Debt Oriented Hybrid Fund -Regular - Quarterly Dividend 10 - - 1,48,516 21.37 UTI Multi Asset Fund - Regular Growth 10 - - 3,47,898 117.70 Total (mutual funds) 872.72 1,180.20 Total 2,760.05 3,558.03 Total non-current investments Aggregate amount of quoted investments and market value thereof 1,682.22 2,172.63 Aggregate amount of unquoted investments 1,077.83 1,385.40

113 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

6. Other financial assets As at March 31, 2020 As at March 31, 2019 Current Non-current Current Non-current Financial assets at fair value (i) Derivatives financial instruments not designated as hedging carrying at fair value Foreign-exchange forward contracts - - 21.08 - (ii) Financial assets at amortised cost Intercorporate deposits 269.00 360.00 63.00 566.00 Interest accrued on deposits 3.23 - 12.18 - Interest accrued on investments 0.59 - 0.15 - Interest accrued on Income tax refund 141.92 - - - Security deposits 3.50 272.51 10.64 176.83 Others - Insurance claims 7.57 - 7.57 - Total other financial assets 425.81 632.51 114.62 742.83 7. Current tax assets (net) As at As at March 31, 2020 March 31, 2019 Advance income tax* 63.70 35.20 Total current tax assets (net) 63.70 35.20 *Net of provision - for income tax 6.30 396.10 8. Other non-current assets Capital advances for capital work-in-progress 48.03 47.18 Prepayments 5.78 5.07 Advance income tax* 562.54 568.33 Total other non-current assets 616.35 620.58 *Net of provision - for income tax 4,391.97 4,153.87 9. Inventories Raw materials* 1,584.99 1,716.73 Work-in-progress** 1,335.45 1,631.31 Finished goods 866.21 835.29 Stock-in-trade 54.70 153.16 Stores, spares and packing material 243.02 201.83 Total inventories 4,084.37 4,538.32

*Goods in transit 248.34 385.26 **Includes manufactured strips and powder 941.19 1,230.23

Amounts recognised in profit or loss Write-downs of inventories to net realisable value amounted to INR 32.69 lakhs (March 31, 2019 - INR 67.54 lakhs). These were recognised as an expense during the year and included in the changes in inventories of finished goods, work-in-progress and stock-in- trade' in statement of profit and loss.

114 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

As at March 31, 2020 As at March 31, 2019 10. Current Investments Face Value INR Units Market Value Units Market Value i) Investment in Mutual Funds At Fair Value through Proﬁt or Loss Unquoted Axis Short Term Fund 10 2,57,583 57.03 - - Adithya Birla Low Duration Fund 10 - - 11,142 50.07 Aditya Birla Sun Life Liquid Fund - Growth 10 31,166 99.03 - - DSP Short Term Fund - Growth 10 79,125 27.04 - - HDFC Low Duration Fund 10 1,02,689 43.21 1,02,689 40.18 HDFC Short Term Debt Fund 10 1,77,081 40.09 - - ICICI Prudential Short Term Fund - Growth 10 34,135 14.39 34,135 13.19 ICICI Prudential Liquid Fund - Growth 10 8,793 25.72 - - Kotak Low Duration Fund 10 - - 1,261 28.84 Reliance Low Duration Fund 10 - - 7,199 186.05 SBI Magnum Low Duration Fund 10 - - 657 15.89 SBI Savings Fund 10 - - 35,440 10.25 SBI Debt Fund Series - C -31 (365 Days) - Growth 10 - - 1,00,000 10.30 SBI Liquid Fund - Growth 10 3,400 105.19 - - SBI Short Term Debt Fund - Growth 10 1,39,569 32.54 - - Tata Liquid Fund - Regular Plan - Growth 10 - - 476 13.94 UTI Liquid Cash Plan - Growth 10 3,799 122.99 - - Total (mutual funds) 567.23 368.71 Total 567.23 368.71 Total non-current investments Aggregate amount of quoted investments and market value thereof - - Aggregate amount of Unquoted investments 567.23 368.71 As at As at 11. Trade receivables March 31, 2020 March 31, 2019 Unsecured and considered good Trade receivables 3,539.09 4,618.28 Receivables from related parties 574.58 463.91 Total trade receivables 4,113.67 5,082.19 Trade receivables stated above includes : Debts due by private companies in which directors are directors 510.27 376.88 The Group classiﬁes the right to consideration in exchange for deliverables as a trade receivable. A receivable is a right to consideration that is unconditional upon passage of time. Revenue for revenue contracts are recognized at a point in time when the company transfers controls over the product to the customer.

12. Cash and cash equivalents Unrestricted balances with banks - in current accounts 87.52 253.03 - in EEFC accounts 5.43 0.81 - in deposit accounts with original maturity less than 3 months 8.60 30.00 Cash in hand 1.11 1.00 Total Cash and cash equivalents 102.66 284.84 Note: There are no repatriation restrictions with regard to cash and cash equivalents as at the end of the reporting period and prior periods.

115 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

As at As at March 31, 2020 March 31, 2019 13. Other bank balances Deposit with maturity period more than 3 months but less than 12 months 30.00 8.11 In unpaid dividend account* 18.79 19.53 Margin money deposits (Refer note below) 30.00 30.00 Total other bank balances 78.79 57.64 *Earmarked for payment of unclaimed dividend Note: Balances with bank held as margin money for guarantees 30.00 30.00 14. Loans (Unsecured, considered good) Loans to employees 4.17 7.09 Total loans 4.17 7.09 15. Other current assets Prepayments 66.81 103.80 Advances to suppliers 174.67 25.37 Balance with government authorities (other than income tax) 208.43 327.97 Other advances 18.10 15.51 Advances to employees 6.74 7.82 Gratuity - 6.50 Total other current assets 474.75 486.97 Note: Refer Note 23 for disclosure of Gratuity Number of 16. Equity share capital Amount Authorised: shares (i) Equity shares of INR 10 each with voting rights As at April 1, 2018 62,50,000 625.00 Movement during the year - - As at March 31, 2019 62,50,000 625.00 Movement during the year - - As at March 31, 2020 62,50,000 625.00 (ii) Redeemable cumulative preference shares of INR 100 each As at April 1, 2018 1,25,000 125.00 Movement during the year - - As at March 31, 2019 1,25,000 125.00 Movement during the year - - As at March 31, 2020 1,25,000 125.00 Issued, subscribed and fully paid up : (i) Equity shares of INR 10 each with voting rights As at April 1, 2018 38,25,000 382.50 Movement during the year - - As at March 31, 2019 38,25,000 382.50 Movement during the year - - As at March 31, 2020 38,25,000 382.50 (i) Reconciliation of the number of shares outstanding at the beginning and at the end of the year: Equity shares with voting rights As at March 31, 2018 38,25,000 382.50 Movement during the year - - As at March 31, 2019 38,25,000 382.50 Movement during the year - - As at March 31, 2020 38,25,000 382.50 (ii) Terms and rights attached to equity shares The Company has only one class of equity shares having a par value of INR 10 per share. Each shareholder is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholder in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation of the company, the holders of the equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders. 116 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

16. Equity share capital - (Contd.) (iii) Details of shares of the company held by holding company and their subsidiaries: As at March 31, 2020 As at March 31, 2019 % of holding % of holding Number of Amount in that class Number of Amount in that class Shares of shares Shares of shares

Amalgamations Private Limited, the holding company 9,69,000 96.90 25.33% 9,69,000 96.90 25.33% India Pistons Limited, step down subsidiary of Amalgamations Private Limited 6,250 0.63 0.16% 6,250 0.63 0.16% Simpson & Company Limited, a subsidiary of Amalgamations Private Limited 18,74,136 187.41 49.00% 18,74,136 187.41 49.00% Associated Printers (Madras) Private Limited, a subsidiary of Amalgamations Private Limited 2,040 0.20 0.05% 2,040 0.20 0.05% Sri Rama Vilas Service Limited, a step down subsidiary of Amalgamations Private Limited 12,500 1.25 0.33% 12,500 1.25 0.33% 28,63,926 286.39 74.87% 28,63,926 286.39 74.87% (iv) Details of shareholders holding more than 5% shares in the company

Amalgamations Private Limited 9,69,000 25.33% 9,69,000 25.33%

Simpson & Company Limited 18,74,136 49.00% 18,74,136 49.00%

28,43,136 74.33% 28,43,136 74.33%

As at As at March 31, 2020 March 31, 2019 17. Other Equity General reserve 14,553.81 14,003.81 Retained earnings 793.66 1,711.15 Other reserves 1,705.52 2,208.82 Total reserves and surplus 17,052.99 17,923.78 a) General reserve This represents appropriation of profit by the Group Opening balance 14,003.81 13,703.81 Add: Transferred from Retained earnings 550.00 300.00 Closing balance 14,553.81 14,003.81 b) Retained earnings Retained earnings comprise of the Group’s prior years undistributed earnings after taxes. Opening balance 1,711.15 1,284.39 Profit for the year 108.44 1,141.77 Less: Appropriations (i) Transferred to General Reserve (550.00) (300.00) (ii) Dividend on equity shares (382.50) (344.25) (iii) Dividend distribution tax on above (93.42) (70.76) Closing balance 793.66 1,711.15 c) Other reserves Other items of other comprehensive income consist of fair value changes on FVTOCI financial assets and financial liabilities and remeasurement of net defined benefit liability/asset. Opening balance 2,208.82 2,139.18 Add: Movement in OCI (Net) during the year (503.30) 69.64 Closing balance 1,705.52 2,208.82 Nature and purpose of other reserves FVOCI equity investments The Group has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity. The Group transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

117 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

18. Deferred tax liabilities (Net) As at As at March 31, 2020 March 31, 2019 The balance comprises temporary differences attributable to: Deferred tax liabilities Property, plant and equipment 472.54 457.10 Other timing differences 31.92 34.94 Total deferred tax liabilities 504.46 492.04 Set-off of deferred tax assets pursuant to Provision for compensated absences 53.38 44.94 MAT credit entitlement 6.00 - Carry forward unabsorbed depreciation loss 25.52 - Other timing differences 132.11 95.92 Net deferred tax liabilities 287.45 351.18 Provision for Other MAT Movement in deferred tax liabilities Depreciation compensated timing Total credit absences differences At April 1, 2018 407.59 (37.96) (54.44) (28.79) 286.40

Charged/(credited):

- to statement of proﬁt and loss 49.51 (6.98) 54.44 10.42 107.39

- to other comprehensive income - - - (42.61) (42.61)

At March 31, 2019 457.10 (44.94) - (60.98) 351.18

Charged/(credited):

- to statement of proﬁt and loss 15.44 (8.44) (6.00) (32.20) (31.20)

- to other comprehensive income - - - (32.53) (32.53)

At March 31, 2020 472.54 (53.38) (6.00) (125.71) 287.45

19. Borrowings As at As at March 31, 2020 March 31, 2019 Loans repayable on demand From Banks * 314.63 - Total Borrowings 314.63 - * Pertains to cash credit facility availed by the company against hypothecation of stock and debtors (Interest [email protected]%) 20. Trade payables Trade payables (a) Total outstanding dues of micro enterprises and small enterprises 168.54 287.77 (b) Total outstanding dues of creditors other than micro enterprises and small enterprises 2,075.38 2,155.91 Total trade payables 2,243.92 2,443.68 Note: The Group has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act). The disclosure pursuant to said MSMED Act are as follows: a) the principal amount and the interest due thereon remaining unpaid to any supplier at the end of theaccounting year; 168.54 287.77 b) the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006), along with the amount of the payment made to the supplier beyond the appointed day during the accounting year; -* 235.77

118 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

20. Trade payables - (Contd.) As at As at March 31, 2020 March 31, 2019 c) the amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest speciﬁed under the Micro, Small and Medium Enterprises Development Act, 2006; - -

d) the amount of interest accrued and remaining unpaid at the end of the accounting year -* -

e) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006. - - ( *Interest payable at the year end INR 0.61) 21. Other financial liabilities A. Other Financial liabilities measured at amortised cost Unpaid Dividend [Refer note (a)] 18.79 19.53 Creditors for capital supplies / services 169.16 78.69 B. Other financial liabilities measured at fair value Foreign currency forward contracts 17.77 - Total other financial liabilities 205.72 98.22 Note (a): There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of Companies Act, 2013 as at the year end.

22. Current liabilities Statutory dues -taxes payable(other than income tax) 34.11 70.21 Advance received from customers 20.64 129.11 Total current liabilities 54.75 199.32

23. Provisions As at March 31, 2020 As at March 31, 2019 Current Non- Current Current Non- Current Provision for Income tax* 160.07 - 143.40 -

Provisions for employee benefits: Provision for compensated absences 33.38 149.94 31.12 123.83 Gratuity - 10.59 - - Total provisions 193.45 160.53 174.52 123.83 * Net of advances - for income tax 1,142.28 - 1,000.95 - Employee benefits Plan As at March 31, As at March 31, (i) Defined contribution plan 2020 2019 The Group makes Provident Fund, Superannuation fund and Employee State Insurance scheme contributions which are defined contribution plans, for qualifying employees. Under the schemes, the company is required to contribute a specified percentage of the payroll costs to fund the benefits.

- Contribution to Provident fund 115.25 107.15 - Contribution to Superannuation fund 20.00 18.08 - Employee State Insurance scheme 4.42 8.57 The contributions payable to these plans by the Group are at rates speciﬁed in the rules of the schemes.

119 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

23. Provisions - (Contd.) As at As at March 31, 2020 March 31, 2019

(ii) Deﬁned beneﬁt plans

B. Change in assets during the year 1. Opening fair value of plan assets (714.84) (692.57) 2. Expected return on plan assets (54.55) (66.84) 3. (Gain)/loss from change in ﬁnancial assumptions (2.15) (2.04) 4. Contribution made (80.25) - 5. Beneﬁts paid 61.12 31.35 6. Actuarial gain/(loss) on plan assets - - 7. Closing fair value of plan assets (790.67) (730.10)

C. Net (asset)/liability recognised in the Balance Sheet 1. Present value of the obligation 801.26 723.59 2 Fair Value of plan assets (790.67) (730.10) 3. Closing net (asset)/liability recognised in the Balance Sheet 10.59 (6.50)

D. Expenses recognised during the year 1. Current service cost 41.23 52.03 2. Past service cost - - 3. (Gains) and losses on curtailment and settlement - - 4. Interest expense/(income) (2.36) (12.17) 5. Remeasurements 43.21 128.66 6. Total expenses to be recognised in statement of proﬁt and loss 38.87 39.86 7. Total expenses to be recognised in Other Comprehensive Income 43.22 128.66

(iii) Post-employment beneﬁts Signiﬁcant estimates: actuarial assumptions and sensitivity Discount rate 6.57% 7.53% Salary growth rate 5.98% 5.71% Attrition rate 4.16% 3.76%

(iv) Major category of plan assets as a % of total plan assets Insurer managed assets - Balance with Life Insurance Corporation (LIC) of India 100.00% 100.00%

The details with respect to the composition of investments in the fair v alue of plan assets managed by LIC have not been disclosed in the absence of the above said information. The expected rate of return on assets is determined based on the assessment made at the beginning of the year on the return expected on its existing portfolio, along with the estimated increment to the plan assets and expected yield on the respective assets in the portfolio during the year.

These plans typically expose the Group to risks such as interest rate risk, longevity risk and salary risk.

120 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

Note 23. Provisions - (Contd.)

Interest Rate Risk: A decrease in the bond interest rate will increase the plan liability.

Longevity Risk: The present value of the deﬁned beneﬁt plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.

Salary Risk: The present value of the deﬁned beneﬁt plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.

Signiﬁcant actuarial assumptions for the determination of the deﬁned obligation are discount rate, and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

(v) Sensitivity Analysis

A. Discount rate +50 BP 7.07% 8.03% Defined benefit obligation [PVO] 775.70 700.60 B. Discount rate -50 BP 6.07% 7.03% Defined benefit obligation [PVO] 828.45 748.04 C. Salary escalation rate +50 BP 6.48% 6.21% Defined benefit obligation [PVO] 828.35 748.16 D. Salary escalation rate -50 BP 5.48% 5.21% Defined benefit obligation [PVO] 775.57 700.29 The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

(vi) Expected cash flows Expected employer contribution/additional provision for future year's are as follows: Year 1 Year 2 Year 3 Year 4 Year 5 March 31, 2020 128.90 67.66 63.38 60.76 76.40 March 31, 2019 122.85 36.57 71.42 73.14 61.78 For the year ended For the year ended 24. Revenue from operations March 31 ,2020 March 31 ,2019 (a) Revenue from sale of products 14,414.92 19,890.17 (b) Other operating revenue Duty drawback and export benefit 68.30 44.10 Scrap sales 429.68 706.42 Total revenue from operations 14,912.90 20,640.69 Disaggregate revenue information The Company believes that this dissggregation best depicts how the nature, amount, timing and uncertainty of revenues and cash flows are affected. Accordingly, the disaggregation by type of goods & geography is provided in the table given below: Revenue by type of goods Bearings, Bushings and allied products 14,414.92 19,890.17 Others 497.98 750.52 Total revenue from operations 14,912.90 20,640.69 The Company disaggregate the revenue based on geographic locations and it is disclosed under note 42 'Segment reporting' Applying the practical expedient as given in Ind AS 115, the Group has not disclosed remaining performance obligation related disclosure for contracts that have original expected duration of one year or less.

121 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

25. Other income For the year ended For the year ended March 31 ,2020 March 31 ,2019 Dividend income from equity investment designated at fair value through other comprehensive income (Refer note) - 21.87 Dividend income from investment carried at cost - 2.48 Dividend income from investment mandatorily measured at fair value through profit or loss 43.40 9.93 Compensation from Insurance company for items of property, plant and equipment that were damaged 57.04 70.11 Interest income on financial assets at amortised cost 128.27 63.57 Interest on income tax refund 141.92 - Liabilities no longer required written back 130.46 6.29 Net gain/(loss) on financial assets carried at fair value through profit or loss (77.48) 57.27 Forex gain (net) 121.19 144.45 Net gain on sale of Financial assets 28.59 18.99 Other non-operating income 66.81 2.24 Profit on sale of property, plant and equipment sold (net) 2.79 1.99 Total other income 642.99 399.19 Note: All dividends from equity investments designated at FVTOCI relate to investments held at the end of the reporting period. There was no derecognition of such investments during the reporting period. 26. Cost of materials consumed Raw materials at the beginning of the year 1,716.73 1,388.28 Add: Purchases 7,240.02 10,433.14 Less: Raw materials at the end of the year 1,584.99 1,716.73 Total cost of materials consumed 7,371.76 10,104.69

27. Changes in inventories of ﬁnished goods, work-in-progress and stock-in-trade Inventories at the beginning of the year Finished goods 835.29 764.27 Stock-in-trade 153.16 53.14 Work-in-progress 1,631.31 1,766.12 Total opening balance 2,619.76 2,583.53 Inventories at the end of the year Finished goods 866.21 835.29 Stock-in-trade 54.70 153.16 Work-in-progress 1,335.45 1,631.31 Total closing balance 2,256.36 2,619.76 Total changes in inventories of ﬁnished goods, work-in-progress and stock-in-trade 363.40 (36.23)

28. Employee benefits expense Salaries and wages, including bonus 2,303.54 2,179.84 Contribution to provident and other funds 174.12 165.09 Staff welfare expenses 297.94 307.53 2,775.60 2,652.46 Less: Expense related to self constructed assets 104.75 50.16 Total employee benefits expense 2,670.85 2,602.30

122 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

29. Finance Costs For the year ended For the year ended March 31 ,2020 March 31 ,2019 Interest expense - others 8.32 3.16 Total ﬁnance costs 8.32 3.16 30. Depreciation and amortisation expenses Depreciation of property, plant and equipment 555.26 465.68 Amortisation of intangible assets 11.73 39.99 Total depreciation and amortisation expenses 566.99 505.67 31. Other expenses Consumption of stores and spare parts 716.10 1,164.61 Consumption of loose tools 111.62 206.78 Consumption of packing materials 358.19 517.53 Sub contracting charges 367.70 696.16 Power and Fuel 900.27 1,058.24 Rent 52.97 38.79 Repairs and maintenance - Buildings 83.03 61.92 - Machinery 206.59 192.25 - Others 78.89 86.70 Contract labour cost 245.62 258.28 Insurance 50.65 52.23 Rates and taxes 43.89 80.48 Travelling expenses 211.46 280.16 Communication costs 38.25 44.57 Packing and forwarding expenses 351.64 513.04 Payment to auditor - Refer note (i) 27.50 22.50 Directors' sitting fees 5.30 4.60 Sales promotional expenses 45.07 48.13 Bank charges and commission 13.11 24.34 Professional and consultancy charges 204.81 204.60 Expenditure on Corporate Social Responsibility (CSR)- Refer note (ii) 24.82 30.00 Donations - 0.30 Watch and ward expenses 130.89 121.59 Miscellaneous expenses 112.93 164.47 Total other expenses 4,381.30 5,872.27 Note (i) Payment to auditor Statutory audit fee 15.50 10.50 Limited review fee 12.00 12.00 Total 27.50 22.50 Note (ii) on CSR expenditure Amount required to be spent as per Section 135 of the Act 24.37 18.75 Amount spent during the year on: (i) Construction/ acquisition of an asset - - (ii) On purpose other than (i) above - Sri Paramakalyani Educational Society 20.00 10.00 - Ganga Spine Injury Foundation 2.00 - - Chief Minister's Public Relief Fund -Tamilnadu - 10.00 - Chief Minister's Distress Relief Fund - Kerala - 10.00 - Nilgiri Biosphere Nature Park 1.00 - - Sanjana Enterprises 0.85 - - GMK Industries 0.97 - Total CSR expenditure 24.82 30.00

123 BIMETAL BEARINGS LIMITED Notes to the Consolidated financial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) 32. Income Tax expense For the year ended For the year ended March 31 ,2020 March 31 ,2019 (a) Income tax expense Current tax Current tax on profits for the year 6.30 396.10 Total current tax expense 6.30 396.10 Deferred tax Increase in deferred tax liabilities (37.20) 52.97 MAT Credit entitlement 6.00 54.44 Total deferred tax expense (31.20) 107.41 Income tax expense (24.90) 503.51 (b) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate: Profit before tax 83.54 1,645.28 Tax at the Indian tax rate of 29.12% (FY 2018- 2019 - 34.608%) 24.33 479.11 Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Group's after tax share of profit in associate and joint venture (4.63) (32.14) Weighted deduction on research and development expenditure (11.55) (14.64) Dividend income from mutual funds and equity instruments exempted under the income tax act (12.64) (9.90) Corporate social responsibility expenditure (net of 80G benefit) 3.64 4.44 Interest on MSME payments 0.18 0.28 Profit on sale/ fair valuation of investment, as the same is set off against carry forward of losses on which no deferred tax had been recognised (7.86) (0.24) Disallowance under section 14A relating to expenditure on exempt income 7.31 7.22 On account of enacted tax rates (13.54) 14.39 MAT credit 6.00 54.44 Others (16.14) 0.56 Income tax expense (24.90) 503.51 (c) Unused tax losses for which no deferred tax asset has been recognised March 31, 2020 March 31, 2019 Date of expiry of carry forward loss March 31, 2020 73.75 76.77 March 31, 2021 33.99 33.99 March 31, 2022 16.99 16.99 March 31, 2023 17.89 17.89 March 31, 2024 40.23 40.23 March 31, 2025 20.73 20.73 Total of unused tax capital loss 203.58 206.60 Potential tax benefit @ 20% 40.72 41.32 33. Fair value measurements Financial instruments by category As at March 31, 2020 As at March 31, 2019 Financial assets FVTPL FVOCI Amortised cost FVTPL FVOCI Amortised cost Investments - Equity instruments - 1,840.24 892.11 - 2,330.51 963.25 - Mutual funds 1,439.95 - - 1,548.91 - - - Preference, bonds and debentures - - 47.12 0.20 - 47.12 Trade receivables - - 4,113.67 - - 5,082.19 Loans - - 4.17 - - 7.09 Cash and cash equivalents - - 102.66 - - 284.84 Bank balances other than above - - 78.79 - - 57.64 Intercorporate deposit - - 629.00 - - 629.00 Security deposits - - 276.01 - - 187.47 Other claims and receivables - - 153.31 - - 19.90 Derivative financial asset - - - 21.08 - - Total financial assets 1,439.95 1,840.24 6,296.84 1,570.19 2,330.51 7,278.50

124 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

33. Fair value measurements - (Contd.) As at March 31, 2020 As at March 31, 2019 FVTPL FVOCI Amortised cost FVTPL FVOCI Amortised cost Financial liabilities Trade payables - - 2,243.92 - - 2,443.68 Capital creditors - - 169.16 - - 78.69 Unpaid dividends - - 18.79 - - 19.53 Lease Liability - - 43.37 - - - Borrowings - - 314.63 - - - Derivative financial liability 17.77 - - - - - Total financial liabilities 17.77 - 2,789.87 - - 2,541.90 (i) Fair value hierarchy This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table. Financial assets and liabilities measured at fair value - recurring fair value measurements

At March 31, 2019 Notes Level 1 Level 2 Level 3 Total Financial assets Financial Investments at Cost Unquoted equity investments and preference shares 5 - - 963.25 963.25 Bonds 5 - - 47.12 47.12 Financial Investments at FVTPL Mutual funds 5, 10 1,548.91 - - 1,548.91 Debentures 5 0.20 - - 0.20 Financial Investments at FVOCI Listed equity investments 5 2,125.40 - - 2,125.40 Unquoted equity investments 5 - 205.11 - 205.11 Others - - - Derivative financial asset 6 21.08 - - 21.08 Total financial assets 3,695.59 205.11 1,010.37 4,911.07 Financial liabilities - - - - Total financial liabilities - - - - At March 31, 2020 Notes Level 1 Level 2 Level 3 Total Financial assets Financial Investments at Cost Unquoted equity investments and preference shares 5 - - 892.11 892.11 Bonds 5 - - 47.12 47.12 Financial Investments at FVTPL Mutual funds 5, 10 1,439.95 - - 1,439.95 Debentures 5 - - - - Financial Investments at FVOCI Listed equity investments 5 1635.14 - - 1,635.14 Unquoted equity investments 5 - 205.10 - 205.10 Others Derivative financial asset 6 - - - - Total financial assets 3,075.09 205.10 939.23 4,219.42 Financial Liabilities 21 17.77 - - 17.77 Total financial liabilities 17.77 - - 17.77

125 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

33. Fair value measurements - (Contd.)

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV. Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity- specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities included in level 3. There are no transfers between levels 1 and 2 during the year. The company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. (ii) Valuation technique used to determine fair value Specific valuation techniques used to value financial instruments include: - the use of quoted market prices or dealer quotes for similar instruments .

- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.

- the fair value of certain ﬁnancial instruments have been determined based on the buy back oﬀer made by the originator of the instrument.

- the fair value of the remaining ﬁnancial instruments is determined using discounted cash ﬂow analysis.

(iii) Valuation processes The group performs the valuations of ﬁnancial assets and liabilities required for ﬁnancial reporting purposes, including level 3 fair values

The main level 3 inputs for unlisted equity securities used by the Group are derived and evaluated as follows: - Discount rates are determined using a capital asset pricing model to calculate a post tax rate that reﬂects current market assessments of the time value of money and the risk speciﬁc to the asset.

- Risk adjustments speciﬁc to the counterparties.

- Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies.

Changes in level 2 and 3 fair values are analysed at the end of each reporting period during the quarterly valuation discussion. As part of this discussion the team presents a report that explains the reason for the fair value movements.

The carrying amounts of trade receivables, trade payables, cash and cash equivalents and other current ﬁnancial assets and liabilities are considered to be the same as their fair values, due to their short-term nature.

The fair values for bonds and debentures, intercorporate deposits, security deposits and other deposits were calculated based on cash ﬂows discounted using the current interest rate as at the respective reporting date for a similar instrument. They are classiﬁed as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.

For ﬁnancial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

126 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

34. Financial risk management The Company’s activities expose it to market risk, liquidity risk and credit risk.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact of hedge accounting in the ﬁnancial statements.

Risk Exposure arising from Measurement Management

Liquidity risk Liabilities Rolling cash flow Availability of liquid forecasts investments, committed credit lines and borrowing facilities Market risk- Recognised financial assets and liabilities not Cash flow forecasting Forward Foreign Exchange foreign denominated in Indian rupee (INR) Sensitivity analysis Contracts exchange

Market risk- Investments in equity securities Sensitivity analysis Portfolio Diversification security Investments in mutual funds prices The Company’s risk management is carried out by the Chief Financial Officer under policies approved by the Board of Directors. The Chief Financial officer identifies, evaluates and hedges financial risks in close co-operation with the company’s operating units. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity. (A) Credit risk Credit risk arises from cash and cash equivalents, investments carried at amortised cost and deposits with banks and financial institutions, as well as credit exposures to customers including outstanding receivables. (i) Credit risk management Credit risk is managed on a Company basis. For banks and financial institutions, only high rated banks/institutions are accepted. For other financial assets, the Company assesses and manages credit risk based on internal credit rating system. The finance function consists of a separate team who assess and maintain an internal credit rating system. Internal credit rating is performed on a group basis for each class of financial instruments with different characteristics. The company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets. C1 : High-quality assets, negligible credit risk C2 : Doubtful assets, credit-impaired The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information. Especially the following indicators are included - - Internal credit rating - External credit rating (as far as available) - Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the borrower’s ability to meet its obligations - Actual or expected significant changes in the operating results of the borrower - Significant increase in credit risk on other financial instruments of the same borrower - Significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements - Significant changes in the expected performance and behaviour of the borrower, including changes in the payment status of borrowers in the company and changes in the operating results of the borrower. Macroeconomic information (such as regulatory changes, market interest rate or growth rates) is incorporated as part of the internal rating model.

127 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

34. Financial Risk management - (Contd.) (ii) Provision for expected credit losses

The company provides for expected credit loss based on the following:

Internal Basis for recognition of expected credit loss provisions credit Category Description of category rating Loans and Investments Deposits Trade receivables

For the Year ended March 31, 2019 to March 31, 2020: (a) Expected credit loss for loans, security deposits and investments

The estimated gross carrying amount at default is Nil (March 31, 2019: Nil) for investments and loans and deposits. Consequently there are no expected credit loss recognised for these ﬁnancial assets.

(b) Expected credit loss for trade receivables under simpliﬁed approach

Customer credit risk is managed by the Company based on the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an internal credit rating system. Outstanding customer receivables are regularly monitored and assessed for its recoverability. An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of ﬁnancial assets disclosed in Note 11. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers have suﬃcient capacity to meet the obligations and the risk of default is negligible.

(iii) Reconciliation of loss allowance provision – Trade receivables

Loss allowance on April 1, 2018 -

Changes in loss allowance -

Loss allowance on March 31, 2019 -

Changes in loss allowance -

Loss allowance on March 31, 2020 -

(B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying business, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.

128 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

34. Financial Risk management - (Contd.) (i) Financing arrangements The company had access to the following undrawn borrowing facilities at the end of the reporting period: March 31, 2020 March 31, 2019 Floating rate - Expiring beyond one year (bank overdraft) 550.00 550.00 Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time in INR. (ii) Maturities of financial liabilities The tables below analyses the company’s financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. Contractual maturities of financial liabilities:

Less than 3 months to 6 months to Between 1 Between 2 3 months 6 months 1 year and 2 years and 5 years Total March 31, 2020 Non-derivatives Trade payables 2,243.92 - - - - 2,243.92 Other ﬁnancial liabilities 205.72 - - 31.52 - 237.24 Lease liabilities 11.85 - - - - 11.85 Borrowings 314.63 - - - - 314.63 Total non-derivative liabilities 2,776.12 - - 31.52 - 2,807.64 March 31, 2019 Non-derivatives Trade payables 2,443.68 - - - - 2,443.68 Other ﬁnancial liabilities 98.22 - - - - 98.22 Borrowings ------Total non-derivative liabilities 2,541.90 - - - - 2,541.90

(C) Market risk (i) Foreign currency risk The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EUR, GBP and JPY. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company’s functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash ﬂows. The Company's exposure to foreign currency risk at the end of the reporting period expressed in INR lakhs, are as follows: Financial Assets Financial Liabilities Foreign Net exposure Net Balance in exchangeforward to foreign Foreign exposure to Trade Trade exchange EEFC contract currency foreign receivables Payables forward Account (Sell foreign risk currency risk currency) (assets) contract (liabilities) INR Lakhs INR Lakhs INR Lakhs INR Lakhs INR Lakhs INR Lakhs INR Lakhs USD 483.82 5.16 (475.82) 13.16 - - - (Previous year) 1,142.76 0.72 (551.24) 592.24 - - - EUR 655.18 0.27 - 655.45 28.81 - 28.81 (Previous year) 34.14 0.09 - 34.23 83.94 - 83.94 GBP ------(Previous year) 5.76 - - 5.76 - - - JPY - - - - 270.37 - 270.37 (Previous year) - - 110.77 110.77 329.30 - 329.30

129 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

34. Financial Risk management - (Contd.) In Foreign In Foreign In Foreign In Foreign In Foreign In Foreign In Foreign currency currency currency currency currency currency currency Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs Lakhs

Sensitivity The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments. Impact on profit after tax March 31, 2020 March 31, 2019 USD sensitivity INR/USD increases by 5%* 0.47 20.99 INR/USD decreases by 5%* (0.47) (20.99) EURO sensitivity INR/EURO increases by 5%* (22.21) 1.76 INR/EURO decreases by 5%* 22.21 (1.76) GBP sensitivity INR/GBP increases by 5%* - 0.20 INR/GBP decreases by 5%* - (0.20) JPY sensitivity INR/JPY increases by 5%* (9.58) 7.74 INR/JPY decreases by 5%* 9.58 (7.74) *Holding all other variables constant (ii) Price risk The Company’s exposure to equity securities and mutual fund price risk arises from investments held by the Company and classified in the balance sheet either as fair value through OCI or at fair value through profit or loss .To manage its price risk arising from investments in equity securities and mutual fund, the group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the company. The majority of the Company’s equity investments are publicly traded and are included in the NSE Nifty 50 index. Sensitivity The table below summarises the impact of increases/decreases of the index on the Company’s equity and profit for the period. The analysis is based on the assumption that the equity index had increased by 5% or decreased by 5% with all other variables held constant, and that all the Company’s equity instruments moved in line with the index. Impact on profit after tax Impact on other components of equity March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 NSE Nifty 50 – increase 5% 72.00 77.45 81.76 106.27

NSE Nifty 50 – decrease 5% (72.00) (77.45) (81.76) (106.27)

(a) Dividends March 31, 2020 March 31, 2019

(i) Equity shares Final dividend for the year ended March 31, 2020 of INR 7/- 267.75 382.50 (March 31, 2019 of INR 10/-) per fully paid share (ii) Dividends not recognised at the end of the reporting period (Refer Note 39)

130 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020

36. Related party transactions

(a) Name of the related parties and nature of relationship:

(i) Where control exist:

Holding company Amalgamations Private Limited

(ii) Other related parties with whom transactions have taken place during the year

Joint venture BBL Daido Private Limited

Associates IPL Green Power Limited

Associates / Enterprises owned or S.Ramasubramaniam & Associates signiﬁcantly inﬂuenced by Subbaraya Aiyar, Padmanabhan & Ramamani, Associates Key management personnel or their relatives

131 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) (b) Particulars of transactions with related parties.

Claims reimbursement against credit note (sales) - - - - - 0.33 - - - - - 0.33 Simpson & Company Limited ------George Oakes Limited ------

132 Speed-A-Way Private Limited - - - - - 0.33 - - - - - 0.33 BBL Daido Private Limited ------

Rendering of services - - - 0.14 ------0.14 BBL Daido Private Limited - - - 0.14 ------0.14

Purchase of Goods - - 138.92 330.22 25.80 35.82 - - - - 164.71 366.04 Addison & Company Limited - - - - 8.87 9.65 - - - - 8.87 9.65 Addison Paints and Chemicals Ltd. - - - - 1.17 0.91 - - - - 1.17 0.91 Associated Printers (Madras) Private Limited - - - - 10.12 9.57 - - - - 10.12 9.57 L M Van Moppes Diamond Tools India Private Limited - - - - 0.55 2.19 - - - - 0.55 2.19 IP Rings Limited - - - - 4.03 5.34 - - - - 4.03 5.34 BBL Daido Private Limited - - 138.92 330.22 ------138.92 330.22 Others - - - - 1.06 8.17 - - - - 1.06 8.17 BIMETAL BEARINGS LIMITED Notes to the Consolidated financial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Associates / Enterprises Key Management owned or significantly influenced by Holding Company Joint Venture Fellow Subsidiaries Personnel Key Management Personnel Total Description or their relatives 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19

Receiving of services (including reimbursement of expenses incurred by the related party on behalf of the company 68.69 59.58 6.62 7.20 105.70 120.21 - - - - 181.01 187.00

Amalgamations Private Limited 68.69 59.58 ------68.69 59.58

Sri Rama Vilas Service Limited - - - - 30.44 47.27 - - - - 30.44 47.27

Simpson & Company Limited - - - - 35.14 36.14 - - - - 35.14 36.14

Simpson & General Finance Company Limited - - - - 13.99 21.06 - - - - 13.99 21.06

BBL Daido Private Limited - - 6.62 7.20 ------6.62 7.20

The Madras Advertising Company Private Limited - - - - 9.07 3.94 - - - - 9.07 3.94

India Pistons Limited - - - - 0.08 0.10 - - - - 0.08 0.10

Shardlow India Limited - - - - 8.04 8.91 - - - - 8.04 8.91 133 Others - - - - 8.93 2.79 - - - - 8.93 2.79

Discounts and Rebates - - - - 21.85 15.68 - - - - 21.85 15.68

George Oakes Limited - - - - 7.46 4.50 - - - - 7.46 4.50

Speed-A-Way Private Limited - - - - 14.39 11.18 - - - - 14.39 11.18

Rent - - - - 45.26 30.45 - - - - 45.26 30.45

Simpson & Company Limited - - - - 24.84 10.58 - - - - 24.84 10.58

George Oakes Limited - - - - 7.19 6.64 - - - - 7.19 6.64

Wheel & Precision Forgings India Limited - - - - 10.80 10.80 - - - - 10.80 10.80

Amalgamations Repco Limited - - - - 2.43 2.43 - - - - 2.43 2.43

Dividend Paid 96.90 87.21 - - 189.50 170.57 0.02 0.02 - - 286.42 257.80

Amalgamations Private Limited 96.90 87.21 ------96.90 87.21

Simpson & Company Limited - - - - 187.41 100.03 - - - - 187.41 100.03

India Pistons Limited - - - - 0.63 68.85 - - - - 0.63 68.85

Others - - - - 1.45 1.69 0.02 0.02 - - 1.47 1.70 BIMETAL BEARINGS LIMITED Notes to the Consolidated financial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Associates / Enterprises Key Management owned or significantly influenced by Holding Company Joint Venture Fellow Subsidiaries Personnel Key Management Personnel Total Description or their relatives 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 Key management personnel compensation ------190.91 186.83 - - 190.91 186.84 Mr. A. Krishnamoorthy Short-term employee benefits ------57.74 56.88 - - 57.74 56.88 Other long-term employee benefits ------6.30 6.30 - - 6.30 6.30 Mr. S. Narayanan Short-term employee benefits ------75.84 69.74 - - 75.84 69.74 Other long-term employee benefits ------4.50 3.87 - - 4.50 3.87 Mr.N.Venkataraman Short-term employee benefits ------30.02 31.32 - - 30.02 31.32 Other long-term employee benefits ------Mr.K.Vidhya Shankar

134 Short-term employee benefits ------15.16 17.38 - - 15.16 17.38 Other long-term employee benefits ------1.35 1.35 - - 1.35 1.35 Sitting fees & others ------8.66 20.62 - - 8.66 20.62 Mr. N.Venkataramani, Director ------1.66 3.77 - - 1.66 3.77 Mr. N.P.Mani, Director ------1.16 2.77 - - 1.16 2.77 Mr. R.Vijayaraghavan, Independent Director ------1.36 3.57 - - 1.36 3.57 Mr. Krishna Srinivasan, Independent Director ------1.86 3.67 - - 1.86 3.67 Dr. Sandhya Shekhar, Independent Director ------1.06 3.07 - - 1.06 3.07 Mr. P.M.Venkatasubramanian, Independent Director ------1.56 3.77 - - 1.56 3.77 Legal Fees ------6.03 0.60 6.03 0.60 Subbaraya Aiyar Padmanabhan and Ramamani Associates ------3.00 0.60 3.00 0.60 S.Ramasubramaniam & Associates ------3.03 - 3.03 - BIMETAL BEARINGS LIMITED Notes to the Consolidated financial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Associates / Enterprises Key Management Holding Company Joint Venture Fellow Subsidiaries Associate owned or significantly influenced by Total Personnel Key Management Personnel Description or their relatives 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19

Balance at Year end Investments - - 794.76 794.76 198.39 219.56 75.00 75.00 - - - - 1,068.15 1,089.32 Amalgamations Repco Limited - - - - 156.98 156.98 ------156.98 156.98 BBL Daido Private Limited - - 794.76 794.76 ------794.76 794.76 The United Nilgiri Tea Estates Limited - - - - 33.30 54.48 ------33.30 54.48 Stanes Amalgamated Estates Limited - - - - 8.10 8.10 ------8.10 8.10 IPL Green Power Limited ------75.00 75.00 - - - - 75.00 75.00 Trade receivables - - 217.49 264.69 323.04 199.23 ------540.53 463.92 Simpson & Company Limited - - - - 122.72 80.13 ------122.72 80.13 George Oakes Limited - - - - 121.81 30.53 ------121.81 30.53 Speed-A-Way Private Limited - - - - 71.78 87.04 ------71.78 87.04 135 BBL Daido Private Limited - - 217.49 264.69 ------217.49 264.69 TAFE Motors and Tractors Limited - - - - 4.35 1.08 ------4.35 1.08 India Pistons Limited - - - - 2.16 ------2.16 - Others - - - - 0.22 0.45 ------0.22 0.45

Amounts Payable 20.95 12.62 23.43 245.58 46.73 39.89 - - 27.03 27.55 - - 118.14 325.64 Amalgamations Private Limited 20.95 12.62 ------20.95 12.62 BBL Daido Private Limited - - 23.43 245.58 ------23.43 245.58 Simpson & Company Limited - - - - 15.65 5.56 ------15.65 5.56 Simpson & General Finance Company Limited - - - - 7.41 8.50 ------7.41 8.50 Sri Rama Vilas Service Limited - - - - 6.89 11.02 ------6.89 11.02 The Madras Advertising Company Private Limited - - - - 0.39 ------0.39 - IP Rings Limited - - - - 1.18 1.65 ------1.18 1.65 George Oakes Limited - - - - 5.83 5.82 ------5.83 5.82 Associated Printers (Madras) Private Limited - - - - 4.07 1.11 ------4.07 1.11 BIMETAL BEARINGS LIMITED Notes to the Consolidated financial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated) Associates / Enterprises Key Management Holding Company Joint Venture Fellow Subsidiaries Associate owned or significantly influenced by Total Personnel Key Management Personnel Description or their relatives 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19

136 Mr. R.Vijayaraghavan, Independent Director ------0.56 2.67 - - 0.56 2.67 Mr. Krishna Srinivasan, Independent Director ------0.56 2.67 - - 0.56 2.67 Dr. Sandhya Shekhar , Independent Director ------0.56 2.67 - - 0.56 2.67 Mr. P.M.Venkatasubramanian, Independent Director ------0.56 2.67 - - 0.56 2.67 Others - - - - 5.31 6.23 ------5.31 6.23

Notes: i. There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been recognised in respect of impaired receivables due from related parties. ii. Related party relationship is as identified by the Company on the basis of information available with the Company and relied upon by the Auditors. iii. No amount is/has been written off or written back during the year in respect of debts due from or to related party. iv. The above transactions are compiled from the date these parties became related which are accounted in the natural head of accounts. (c) Terms and conditions Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders. BIMETAL BEARINGS LIMITED Notes to the Consolidated financial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

As at As at March 31, 2020 March 31, 2019 37. Contingent liabilities Claim against the company not acknowledged as debt: Income tax matters 155.17 345.03 Sales tax matters 8.89 8.89 Electricity matters - 464.26 Claims by workmen pending before labour court 6.65 6.65 - Future cash ﬂows in respect of above is determinable only on receipts of judgment / decision pending with relevant authorities. - The Company has ﬁled responses / appeals against above matters which is pending disposal.

38. Capital and other commitments (a) Capital commitments Estimated value of contracts in capital account remaining to be executed 240.41 50.80 Investment partly paid - equity shares of Rs. 100 each in Adyar Property Holding Company Limited (INR 65 paid up) 0.02 0.02 Investment partly paid - equity shares of INR 615 each in TATA steel Limited (INR 154 paid up) 0.63 0.63 (b) Other commitments - -

39. Events after the reporting period The Board of Directors have recommended dividend of INR 7/- per fully paid up equity share of INR 10/- each INR 267.75 lakhs, for the ﬁnancial year 2019-20 which is based on relevant share capital as on March 31, 2020. The actual dividend amount will be dependent on the relevant share capital outstanding as on the record date / book closure.

40. Earnings per share

For the purpose of computing the earnings per share, the net proﬁt after tax has been used as the numerator and the weighted average number of shares outstanding has been considered as the denominator.

For the year ended For the year ended Particulars March 31 ,2020 March 31 ,2019

Net profit attributable to shareholders 108.44 1,141.77 Profit attributable to equity shareholders 108.44 1,141.77 Weighted average number of equity shares of INR 10 each, for Basic EPS 38,25,000 38,25,000 Earning per share - Basic 2.83 29.85 Net profit attributable to shareholders 108.44 1,141.77 Profit attributable to equity shareholders 108.44 1,141.77 Weighted average number of equity shares of INR 10 each, for Diluted EPS 38,25,000 38,25,000 Earnings per share - Diluted 2.83 29.85

41. Research and development expenditure incurred during the year Expenditure on R&D (DSIR approved R&D Centers) Capital Expenditure 4.24 0.94 Revenue Expenditure Consultancy charges 4.00 21.25 Stay expenses 1.07 1.45 Research and development expenses included under various heads of Statement of Profit and Loss 77.60 102.33 42. Segment Reporting The Managing Director of the company has been identified as being the chief operating decision maker.Based on the internal reporting to the Chief operating decision maker, the Group has identified that the Group has only one segment which is manufacture and sale of plain shaft bearings and accordingly there are no other reportable segments.The Group is domiciled in India.Information about entity wide disclosures as mandated under Ind AS 108 are as below:

137 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

(i) Secondary geographic segment information

Revenues for Capital expenditure Geographic segment Segment assets the year incurred as at ended during the year ended March 31, 2020 March 31, 2020 March 31, 2020

Outside India 3,278.81 1,139.00 - (4,069.02) (1,022.29) (64.73) India 11,634.09 19,800.20 658.33 (16,571.67) (20,674.74) (927.59)

Total 14,912.90 20,939.20 658.33 (20,640.69) (21,697.03) (992.32) Note: (i)

Particulars As at March 31,2020 As at March 31,2019

No of customers contributing more than 10% of the total revenue 2 2 No of customers contributing more than 10% of the total receivables 2 2 (ii) Previous year's ﬁgures are shown in brackets.

As Lessee:

The company has entered into operating lease arrangements for premises like - 38.79 (factories, sales depots and godowns etc.,). These leasing arrangements are cancellable and are usually renewable by mutual consent on mutually agreeable terms. Lease payments recognised in the Statement of Proﬁt and Loss.

138 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

3. Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application. 4. Applied practical expedient to grandfather the assessment of which transactions are leases. Accordingly Ind AS 116 is applied only to contracts that were previously identiﬁed as leases under Ind AS 17. (iii) The company has lease arrangement for "Land" and "BuildIngs". The lease arrangements is for the period ranging from one to two years. The company did not opt for retrospective application and has considered 1st April 2019 as the date of initial application of Ind AS 116, 'Leases'. The present value of Right of Use Asset has been computed on the basis of Amended Lease Agreement. - Right-of-use assets

Particulars Amount Initial Recognition on Transition date i.e. April 1, 2019 85.26 Additions - Amortisation on ROU Assets 43.68 Balance as at March 31, 2020 41.58

- Lease liabilities Particulars Amount Balance as at April 1, 2019 85.26 Payment of Lease liabilities 43.37 Finance cost accrued during the period 5.01 Balance as at March 31, 2020 36.88

- Amounts recognised in proﬁt and loss Particulars Amount Depreciation expense on right-of-use assets 43.68 Interest expense on lease liabilities 5.01

The total cash outﬂow for leases amount to INR 48.69 Lakhs

Maturity analysis of Lease Liability Particulars Amount Maturity in FY 2021 11.85

Maturity in FY 2022 31.52

Maturity in FY 2023 -

Maturity in FY 2024 -

Maturity in FY 2025 and above -

Balance as at March 31, 2020 43.37

The entity does not face a signiﬁcant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the entity’s treasury function.

44. Interest in other entities (a) Interest in associates and joint ventures Set out below are the associates and joint ventures of the Group as at March 31, 2020. The entities listed below have share capital consisting solely of equity shares (in the case of associate) and equity shares and preference shares (in the case of joint venture), which are held directly by the Group. The country of incorporation or registration is also their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held.

139 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

44 . Interest in other entities (Contd.)

Quoted fair value Carrying amount Place of Proportion of the Name of the Company incorporation Relationship March 31, March 31, March 31, March 31, ownership and 2020 2019 2020 2019 principal interest place of business BBL Daido Private Limited Chennai, India 20.00% Joint Venture * * 892.22 963.25

IPL Green Power Limited Chennai, India 24.19% Associate * * - -

Principal activity BBL Daido Private Limited manufactures steel-backed bushes and thrust washers with a license and technical assistance agreement with Daido Metal Company Limited, Japan and IPL Green Power Limited is a public incorporated, non-government Company. It had been incorporated with the objective of engaging in production, collection and distribution of electricity. *Unlisted entity – no quoted price available. (ii) Commitments and contingent liabilities in respect of associates and joint ventures

March 31, 2020 March 31, 2019 Contingent liabilities - Joint venture Share of joint ventures contingent liability in respect of legal matters 21.79 47.80 against the entity

(iii) Summarised financial information for associates and joint ventures The tables below provide summarised financial information for the joint venture and associates as at the end of the reporting period. The information disclosed reflects the amounts presented in the financial statements of the relevant associates and joint ventures and not Bimetal Bearings Limited’s share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including modifications for differences in accounting policies.

Summarised Balance Sheet BBL Daido Private Limited IPL Green Power Limited March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019

Current assets Cash and cash equivalents 312.49 96.05 ** ** Other assets 4,230.40 4,416.74 ** ** Total Current assets 4,542.89 4,512.79 42.36 42.36 Total Non Current assets 9,511.56 7,634.47 - -

Current liabilities Financial liabilities 4,574.21 5,897.42 ** ** Other liabilities 45.15 37.90 ** ** Total Current liabilities 4,619.36 5,935.32 7.43 7.43

Non Current liabilities Financial liabilities 4,936.22 1,365.00 ** ** Other liabilities 35.76 25.22 ** ** Total Non Current liabilities 4,971.98 1,390.22 - - Net assets 4,463.11 4,821.72 34.93 34.93 **Indicates Disclosures that are not required for investments in associates as per Ind AS

140 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

44. Interest in other entities (Contd…) Reconciliation to carrying amounts

BBL Daido Private Limited IPL Green Power Limited March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019

Opening net assets 4,821.72 4,280.11 34.05 32.42 Additional investment made - - - - Add: Proﬁt for the year 75.97 543.81 1.63 1.13 Other comprehensive income (0.59) (2.20) - - Less: Dividends paid (360.00) - - - Dividend distribution tax paid (74.00) - - - Closing net assets 4,463.10 4,821.72 35.68 33.55

BBL Daido Private Limited IPL Green Power Limited March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019

Group's share in % 20% 20% 24.19% 24.19% Group's share in INR 892.61 964.34 8.63 8.24 Goodwill - - - 19.28 Reconciliation : Unrealised Gain on stock (0.39) (1.09) - - Impairment of investment in associate - - (8.63) (27.52) Carrying Amount 892.22 963.25 - -

Summarised statement of proﬁt and loss

BBL Daido Private Limited IPL Green Power Limited March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019

Revenue from operations 8,548.92 9,136.46 2.94 2.79 Interest income - - ** ** Depreciation and amortization expense 909.08 650.98 ** ** Interest expense 453.03 343.93 ** ** Income tax expense 28.89 136.12 ** ** Proﬁt / (loss) for the year 75.97 543.81 1.63 1.13 Other comprehensive income/ (loss) for the year (0.59) (2.20) - - Total comprehensive income/ (loss) for the year 75.38 541.61 1.63 1.13 Dividends received - - - -

**Disclosures that are not required for investments in associates as per Ind AS

141 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

45. Additional information required by Schedule III

Net assets (Total Assets - Share in other Share in total Share in proﬁt or loss Name of the Entity Total Liabilities) comprehensive income comprehensive income

As a % of As a % of As a % of As a % of Amount consolidated consolidated Amount consolidated Amount consolidated Amount comprehensive net assets proﬁt or loss income proﬁt or loss Parent

Bimetal Bearings Limited

March 31, 2020 95% 16,543.26 85% 92.54 100% (503.18) 104% (410.64)

March 31, 2019 95% 17,343.02 90% 1,031.39 101% 70.08 91% 1,101.47

Joint Venture

(investment as per equity method)

142 BBL Daido Private Limited

March 31, 2020 5% 892.22 15% 15.89 0% (0.12) -4% 15.77

March 31, 2019 5% 963.25 10% 110.38 -1% (0.44) 9% 109.94

Associate

(investment as per equity method)

IPL Greenpower Limited

March 31, 2020 0% - 0% - 0% - 0% -

March 31, 2019 0% - 0% - 0% - 0% -

Total

March 31, 2020 100% 17,435.49 100% 108.44 100% (503.30) 100% (394.86)

March 31, 2019 100% 18,306.28 100% 1,141.77 100% 69.64 100% 1,211.41 BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

45 Form AOC-1 - Statement containing salient features of the ﬁnancial statements of associate/ joint venture

Part B - Associates and Joint venture

Statement pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014

Name of the Associate or Joint ventures BBL Daido Private Limited IPL Green Power Limited

Latest audited Balance sheet date March 31, 2020 March 31, 2020 Date on which the Joint venture or Associate was associated or acquired April 17, 2002 August 04, 2014 Shares of Joint venture or Associate held by the Company on the year end : No. of shares 29,00,000* 7,50,000 Amount of investment in Joint venture or Associate 794.76* 75.00 Extent of Holding (in percentage) 20.00% 24.19% Description of how there is signiﬁcant inﬂuence Joint control as per Joint venture agreement Shareholding of more than 20%

143

Reason why the associate/ joint venture is not consolidated NA. Accounted for using the equity method as per NA. Accounted for using the equity method as per the the requirements of the applicable Ind AS requirements of the applicable Ind AS

Networth attributable to shareholding as per latest 892.61 8.63 audited Balance Sheet Proﬁt or (loss) for the year (i) Considered in Consolidation 15.19 - (ii) Not Considered in Consolidation 60.78 -

*Includes investment in 3,00,000 fully convertible cumulative preference shares of the joint venture amounting to INR 300.00 lakhs, which the Company has determined to be in the nature of equity interest. BIMETAL BEARINGS LIMITED Notes to the Consolidated ﬁnancial statements for the year ended March 31, 2020 (All amounts are in INR Lakhs, unless otherwise stated)

47. Investment in IPL Green Power Limited Consequent to the inordinate delay in getting statutory approvals, the Management of IPL Green Power Limited (the associate) is of the opinion that the current project may not be viable. Therefore the Management is contemplating withdrawal of the application pending with the Regulators/ State Government and consider other viable projects in due course. Considering this, on a prudent basis the ﬁnancial statements of the associate are prepared not on a going concern basis and accordingly adjustments have been made to the Statement of ﬁnancial position of the associate by restating of amounts to their net realisable value, to provide for further liabilities that might arise and to reclassify non-current assets and liabilities as current assets and current liabilities. Considering the above, the Group has assessed the impairment of carrying value of its investment accounted for under the equity method in its associate and accordingly an impairment charge of INR 27.13 lakhs has been considered during the year ended 31st March 2017.

48. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure. For and on behalf of Board of Directors

A. Krishnamoorthy N. Venkataraman Managing Director Chief Financial Oﬃcer DIN: 00001778 Coimbatore Chennai

P.M. Venkatasubramanian K. Vidhya Shankar Director Company Secretary DIN: 00001579 Coimbatore Chennai S. Narayanan Whole-time Director DIN: 03564659 Coimbatore

Date : June 29, 2020

144